Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect.

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) involving aggregate payments or consideration in excess of $10,000,000 for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Affiliate transaction, for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions[reserved], (b) transactions permitted by Section 10.610.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with not otherwise prohibited by the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Credit Documents, (e) loans, advances and other transactions between or among the Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances in connection therewith), (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesthat are permitted under Section 10.5(b)(15); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be have been required to pay in respect of such foreign, federal, state and and/or local taxes for such fiscal year were had the Borrower Borrower, the Restricted Subsidiaries and its Restricted the Unrestricted Subsidiaries (to the extent described above) to pay paid such taxes separately from any such direct or indirect parent entitycompany of the Borrower, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers or employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership ownership, management or operation of the Borrower and the Subsidiaries, and (i) transactions undertaken pursuant to permitted agreements membership in existence a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Closing Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Original Closing Date as determined by the Borrower in good faith), (k) customary payments by the Borrower (or any direct or indirect parent) and set forth on Schedule 9.9 any Restricted Subsidiaries to the Original Credit Agreement Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), (l) the existence and performance of agreements and transactions with any amendment thereto Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an amendment is not adverse, taken Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a wholeRestricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the Lenders extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, (n) any material respectcustomary transactions with a Receivables Subsidiary effected as part of a Receivables Facility and (o) undertaking or consummating any IPO Reorganization Transactions.

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing 2014 July Repricing Effective Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect.

Transactions with Affiliates. The Borrower Holdings will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower Holdings and the Restricted Subsidiaries) involving aggregate payments or consideration in excess of $2,500,000 for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower Holdings or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of Holdings or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting consulting, and financial services rendered to the Borrower Holdings and the Restricted Subsidiaries pursuant to the Sponsor Management Agreement and customary investment banking fees paid to the Sponsor for services rendered to the Borrower Holdings and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransactions which payments are approved by a majority of the board of directors of Holdings in good faith, (b) transactions permitted by Section 10.610.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with not otherwise prohibited by the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Credit Documents, (e) loans, advances and other transactions between or among the BorrowerHoldings, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower Holdings or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower Holdings but for the Borrower’s Holdings’ or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower Holdings and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances in connection therewith), (g) payments by the Borrower Holdings (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower Holdings (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesthat are permitted under Section 10.5(b)(15); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that Holdings, the Borrower and its Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be have been required to pay in respect of such foreign, federal, state and and/or local taxes for such fiscal year were had Holdings, the Borrower Restricted Subsidiaries and its Restricted the Unrestricted Subsidiaries (to the extent described above) to pay paid such taxes separately from any such direct or indirect parent entitycompany of Holdings, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower Holdings (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower Holdings and the Subsidiaries, and (i) transactions undertaken pursuant to permitted agreements membership in existence a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Closing Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Original Closing Date as determined by the Borrower in good faith), (k) customary payments by Holdings (or any direct or indirect parent) and set forth on Schedule 9.9 any Restricted Subsidiaries to the Original Credit Agreement Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), (l) the existence and performance of agreements and transactions with any amendment thereto Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an amendment is not adverse, taken Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a wholeRestricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the Lenders extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, and (n) any material respectcustomary transactions with a Receivables Subsidiary effected as part of a Receivables Facility.

Transactions with Affiliates. The Subject to the Order and any other order of the Bankruptcy Court, the Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the or its Restricted Subsidiaries) involving aggregate consideration in excess of $1,500,000 on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, ; provided that the foregoing restrictions shall not apply to (a) [reserved] (b) the payment of transactions permitted pursuant to Section 10.9, (c) customary fees paid to and customary indemnities provided to members of the Sponsor for management, consulting and financial services rendered to board of directors of the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionsSubsidiaries, (bd) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance other compensation arrangements between with respect to the procurement of services of officers, consultants and employees of the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (gf) payments any tax sharing agreement or arrangement relating to payments, whether directly or by dividend, by the Borrower (and or a Restricted Subsidiary to any direct parent of the Borrower if such parent is required to file a consolidated, unitary or indirect parent thereof) and similar tax return reflecting income of the Subsidiaries pursuant Borrower or its Restricted Subsidiaries, in an amount equal to the tax sharing agreements among the Borrower (and any portion of such parent) and the Subsidiaries on customary terms to the extent taxes attributable to the ownership or operation of Borrower and/or its Restricted Subsidiaries that are not payable directly by the Borrower and the and/or its Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does , but not to exceed the amount that the Borrower and its or such Restricted Subsidiaries would be have been required to pay in respect of federal, state and local such taxes for such fiscal year were if the Borrower and its such Restricted Subsidiaries (to the extent described above) had been required to pay such taxes separately directly as standalone taxpayers (or a standalone group separate from any such parent entityparent), (g) agreements in effect on the Signing Date and listed on Schedule 9.9 and amendments thereto not materially disadvantageous to the Lenders, and (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of transactions between the Borrower (or any direct of its Restricted Subsidiaries and any Person a director or indirect parent thereofdirectors of which is (are) and the Subsidiaries in the ordinary course also a director of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (iany Parent Companies; provided that such director(s) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken abstain(s) from voting as a wholedirector of such Parent Company, to as the Lenders in case may be, on any material respectmatter involving such Person.

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the or its Restricted Subsidiaries) involving aggregate consideration in excess of $15,000,000 on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, ; provided that the foregoing restrictions shall not apply to (a) the payment payment, on a quarterly basis, of customary management and consulting fees to the Sponsor Sponsors in an aggregate amount not to exceed in any fiscal year of the Borrower the greater of (x) $25,000,000 and (y) 1.25% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the immediately preceding fiscal year, (b) upon the consummation of a Qualified IPO, as consideration for the termination of existing management, consulting and or financial or similar services rendered to agreements between the Borrower and the Subsidiaries Sponsors, one-time payments to the Sponsors in an amount no greater than that calculated in accordance with the Monitoring Fee Agreement among the Sponsors and the Borrower (or any parent of the Borrower), as such agreement is in effect on the date hereof or as modified, amended or supplemented in any manner not materially adverse to the Lenders, (c) the payment of customary investment banking fees paid to the Sponsor Sponsors for services rendered to the Borrower and the Restricted Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (bd) transactions conducted in accordance with the Master Intercompany Services Agreement as in effect on the date hereof or as modified, amended or supplemented in any manner not materially adverse to the Lenders, (e) the Transactions and transactions to effect the same, including the payment of fees and expenses related thereto, (f) customary fees paid to and customary indemnities provided to members of the board of directors of the Borrower, its parent entities and the Subsidiaries, (g) transactions permitted by Section 10.1, 10.3, 10.5 or 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (fh) employment and severance other compensation arrangements between with respect to the Borrower and the Subsidiaries and their respective procurement of services of officers, consultants and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (gi) payments the issuance of Equity Interests in Holdings to any Permitted Holder or to any director, officer, employee or consultant of the Borrower or any parent or Subsidiary of the Borrower, (j) the entering into of any tax sharing agreement or arrangement relating to payments, whether directly or by dividend, by the Borrower (and or a Restricted Subsidiary to any direct parent of the Borrower if such parent is required to file a consolidated, unitary or indirect parent thereof) and similar tax return reflecting income of the Subsidiaries pursuant Borrower or its Restricted Subsidiaries, in an amount equal to the tax sharing agreements among the Borrower (and any portion of such parent) and the Subsidiaries on customary terms to the extent taxes attributable to the ownership or operation of Borrower and/or its Restricted Subsidiaries that are not payable directly by the Borrower and the and/or its Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does , but not to exceed the amount that the Borrower and its or such Restricted Subsidiaries would be have been required to pay in respect of federal, state and local such taxes for such fiscal year were if the Borrower and its such Restricted Subsidiaries (to the extent described above) had been required to pay such taxes separately directly as standalone taxpayers (or a standalone group separate from any such parent entityparent), (hk) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence effect on the Original Closing Date and set forth listed on Schedule 9.9 and amendments thereto not materially disadvantageous to the Original Credit Agreement Lenders, (l) any transaction effected as part of a Qualified Receivables Financing and (m) transactions between the Borrower or any amendment thereto to the extent of its Restricted Subsidiaries and any Person a director or directors of which is (are) also a director of Holdings or any parent of Holdings; provided that such an amendment is not adverse, taken director(s) abstain(s) from voting as a wholedirector of Holdings or such parent, to as the Lenders in case may be, on any material respectmatter involving such Person.

Transactions with Affiliates. The Neither Holdings nor the Parent Borrower will, nor will conductthey permit any Restricted Subsidiary or Intermediate Parent to, and cause each of the Restricted Subsidiaries to conductsell, all lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except (other than i) transactions with Holdings, the Borrower and the Parent Borrower, any Intermediate Parent or any Restricted SubsidiariesSubsidiary, (ii) on terms that are substantially as favorable to Holdings, the Borrower Parent Borrower, such Intermediate Parent or such Restricted Subsidiary as it would obtain be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (aiii) the payment of customary fees and expenses related to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionsTransactions, (biv) transactions permitted by Section 10.6[intentionally omitted], (cv) the payment issuances of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents Equity Interests of Holdings to or the management of the Parent Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent otherwise permitted under Section 10by this Agreement, (fvi) employment and severance arrangements between Holdings, the Parent Borrower any Intermediate Parent and the Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness or otherwise in connection with the Transactions (including loans and advances pursuant to Section 6.04(n)), (gvii) payments by the Borrower Holdings (and any direct or indirect parent thereof) ), the Parent Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements among the Borrower Holdings (and any such parent) parent thereof), any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Parent Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entitypayments are permitted by Section 6.08, (hviii) the payment of customary fees and reasonable out of out-of-pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of Holdings, the Borrower (or Parent Borrower, any direct or indirect parent thereof) Intermediate Parent and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries, and (iix) transactions pursuant to permitted agreements in existence or contemplated on the Original Closing Effective Date and set forth on Schedule 9.9 to the Original Credit Agreement 6.09 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (x) Restricted Payments permitted under Section 6.08 and (xi) customary payments by Holdings, any Intermediate Parent, the Parent Borrower and any Restricted Subsidiaries to the Sponsors made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings in good faith. The payment of management and monitoring fees to the Investors (or management companies of the Investors) pursuant to the Investor Management Agreement and any Investor Termination Fees for any period on or after June, 2016 shall be prohibited; provided that such prohibition shall remain in effect only so long as any Term Loans are outstanding.

Transactions with Affiliates. The Each of the Borrower and each Parent Guarantor will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Parent Guarantors, the Borrower and the or their Restricted Subsidiaries) on terms that are substantially as favorable to such Parent Guarantor, the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, ; provided that the foregoing restrictions shall not apply to (a) (i) the payment of customary annual fees to the Sponsor Avista for management, consulting and financial services rendered to Parent, the Borrower and the Subsidiaries in an aggregate amount per fiscal year not to exceed the amount permitted to be paid pursuant to the Management Services Agreement as in effect on the Closing Date and any Management Termination Fees not to exceed the amount set forth in the Management Services Agreement as in effect on the Closing Date; (ii) customary and reasonable investment banking fees paid to the Sponsor Avista for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, including the Transactions; and (iii) reimbursement of reasonable out-of-pocket fees and expenses of Avista incurred in connection with any such services rendered by Avista, (b) customary fees and indemnities paid to members of the Board of Directors (or similar governing body) of each of each Parent Guarantor, the Borrower and the Subsidiaries, (c) transactions permitted by Section Sections 10.1, 10.3, 10.4 and 10.6, (cd) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the board of directors (or equivalent governing body) of any Borrower or Parent Guarantors, (e) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings indemnities to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including members of management of any Parent Guarantor, the Borrower and employee benefit plans or agreements, stock option plans and other compensatory arrangements) its Restricted Subsidiaries in the ordinary course of business, (gf)(A) payments any employment or severance agreements or arrangements entered into by any Parent Guarantor, the Borrower (and or any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business business, (B) any subscription agreement or similar agreement pertaining to the extent attributable repurchase of Capital Stock pursuant to put/call rights or similar rights with employees, officers, directors or members of management, and (C) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract or arrangement and transactions pursuant thereto, (g) any purchase by Parent of or contributions to, the equity capital of the Parent Guarantors, and (h) any transaction in respect of which the Borrower delivers to the ownership Administrative Agent (for delivery to the Lenders) a letter addressed to the board of directors (or operation equivalent governing body) of the Borrower and the Subsidiariesfrom an accounting, and (i) transactions pursuant to permitted agreements appraisal or investment banking firm, in existence each case of nationally recognized standing, which letter states that such transaction is on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, terms that when taken as a whole, whole are no less favorable to the Lenders Borrower or such Restricted Subsidiary, as applicable, than would be obtained in any material respecta comparable arm’s-length transaction with a person that is not an Affiliate.

Transactions with Affiliates. The Neither Holdings nor the Parent Borrower will, nor will conductthey permit any Restricted Subsidiary or Intermediate Parent to, and cause each of the Restricted Subsidiaries to conductsell, all lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except (other than i) transactions with Holdings, the Borrower and the Parent Borrower, any Intermediate Parent or any Restricted SubsidiariesSubsidiary, (ii) on terms that are substantially as favorable to Holdings, the Borrower Parent Borrower, such Intermediate Parent or such Restricted Subsidiary as it would obtain be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (aiii) the payment of customary fees and expenses related to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionsTransactions, (b) transactions permitted by Section 10.6, (civ) the payment of management and monitoring fees to the Transaction ExpensesInvestors (or management companies of the Investors) in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Investor Management Agreement as in effect on the date hereof and any Investor Termination Fees not to exceed the amount set forth in the Investor Management Agreement as in effect on the date hereof and related indemnities and reasonable expenses, (dv) the issuance issuances of Stock or Stock Equivalents Equity Interests of Holdings to or the management of the Parent Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent otherwise permitted under Section 10by this Agreement, (fvi) employment and severance arrangements between Holdings, the Parent Borrower any Intermediate Parent and the Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness or otherwise in connection with the Transactions (including loans and advances pursuant to Sections 6.04(b) and 6.04(n), (gvii) payments by the Borrower Holdings (and any direct or indirect parent thereof) ), the Parent Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements among the Borrower Holdings (and any such parent) parent thereof), any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Parent Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entitypayments are permitted by Section 6.08, (hviii) the payment of customary fees and reasonable out of out-of-pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of Holdings, the Borrower (or Parent Borrower, any direct or indirect parent thereof) Intermediate Parent and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries, and (iix) transactions pursuant to permitted agreements in existence or contemplated on the Original Closing Effective Date and set forth on Schedule 9.9 to the Original Credit Agreement 6.09 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (x) Restricted Payments permitted under Section 6.08 and (xi) customary payments by Holdings, any Intermediate Parent, the Parent Borrower and any Restricted Subsidiaries to the Sponsors made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings in good faith.

Transactions with Affiliates. The Borrower Holdings will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower Holdings and the Restricted Subsidiaries) involving aggregate payments or consideration in excess of $2,500,000 for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower Holdings or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of Holdings or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting consulting, and financial services rendered to the Borrower Holdings and the Restricted Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower Holdings and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransactions which payments are approved by a majority of the board of directors of Holdings in good faith, (b) transactions permitted by Section 10.610.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with not otherwise prohibited by the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Credit Documents, (e) loans, advances and other transactions between or among the BorrowerHoldings, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower Holdings or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower Holdings but for the Borrower’s Holdings’ or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower Holdings and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances in connection therewith), (g) payments by the Borrower Holdings (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower Holdings (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesthat are permitted under Section 10.5(b)(15); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that Holdings, the Borrower and its Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be have been required to pay in respect of such foreign, federal, state and and/or local taxes for such fiscal year were had Holdings, the Borrower Restricted Subsidiaries and its Restricted the Unrestricted Subsidiaries (to the extent described above) to pay paid such taxes separately from any such direct or indirect parent entitycompany of Holdings, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower Holdings (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower Holdings and the Subsidiaries, and (i) transactions undertaken pursuant to permitted agreements membership in existence a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Restatement Effective Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Original Closing Restatement Effective Date as determined by the Borrower in good faith), (k) customary payments by Holdings (or any direct or indirect parent) and set forth on Schedule 9.9 any Restricted Subsidiaries to the Original Credit Agreement Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), (l) the existence and performance of agreements and transactions with any amendment thereto Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an amendment is not adverse, taken Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a wholeRestricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the Lenders extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, and (n) any material respectcustomary transactions with a Receivables Subsidiary effected as part of a Receivables Facility.

Transactions with Affiliates. The Neither the Borrower will conductshall, and cause each nor shall the Borrower permit any of the Restricted Subsidiaries to conductto, all transactions directly or indirectly, enter into any transaction of any kind with any Affiliate of its Affiliates (the Borrower, whether or not in the ordinary course of business, other than (a) transactions among the Borrower and the its Restricted SubsidiariesSubsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the Transactions and the payment of the fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions, (d) the issuance of Stock Equity Interests to any officer, director, employee or Stock Equivalents of Holdings to the management consultant of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Transactions, (e) loansif no Event of Default is occurring or would result therefrom, advances the payment of management, monitoring, consulting, transaction and advisory fees (but for avoidance of doubt, excluding termination fees) in an aggregate amount not to exceed the amount payable pursuant to the terms of the Investor Management Agreement and related indemnities and reasonable expenses, (f) Restricted Payments permitted under Section 7.06, (g) loans and other transactions between or among the Borrower, Borrower and its Subsidiaries and joint ventures (to the extent any such Subsidiary that is not a Restricted Subsidiary or any such joint venture (regardless is only an Affiliate as a result of the form of legal entity) in which Investments by the Borrower or any Subsidiary has invested (and which its Restricted Subsidiaries in such Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiaryventure) to the extent otherwise permitted under Section 10this Article VII, (fh) employment and severance arrangements between the Borrower and the its Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans or agreements, stock option plans and other compensatory arrangements) arrangements in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hi) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent thereofof the Borrower) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the its Restricted Subsidiaries, and (ij) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (k) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good faith, (l) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, but only to the extent permitted by Section 7.06(h)(iii), (m) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (n) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the board of directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (o) any payments required to be made pursuant to the Acquisition Agreement, (p) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to shareholders pursuant to the Shareholder Agreement and (q) any termination fees payable pursuant to the Investor Management Agreement not to exceed the amount set forth in the Investor Management Agreement as in effect on the Closing Date; provided that in the case of payments under this clause (q), (A) the Borrower and its Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.11 after giving effect to such payments, and (B) the Total Leverage Ratio shall be less than or equal to 4.0 to 1.00 after giving effect to such payments.

Transactions with Affiliates. The Borrower will conductnot, and cause each of the Restricted Subsidiaries to conduct, all transactions with will not permit any of its Affiliates Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (other than a) in the Borrower ordinary course of business at prices and the Restricted Subsidiaries) on terms that are substantially as and conditions not less favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable than could be obtained on an arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionsbasis from unrelated third parties, (b) transactions permitted by Section 10.6between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate, (c) the payment of the Transaction ExpensesRestricted Payments permitted by Section 6.05, (d) customary fees paid to members of the issuance board of Stock or Stock Equivalents of Holdings to the management directors of the Borrower (or any direct or indirect parent thereof) or any and of its Subsidiaries (and to British American Tobacco p.l.c. in connection with respect of services of its employees acting as members of the Transactions or pursuant to arrangements described in clause (f) Board of this Section 9.9Directors of the Borrower as contemplated by the Governance Agreement), (e) loansthe entering into, advances and making of payments under bonus plans, employment agreements, employee benefits plans, stock option plans, indemnification provisions, severance arrangements, and other transactions between or among the Borrowersimilar compensatory arrangements with officers, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (employees and which Subsidiary or joint venture would not be an Affiliate directors of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the its Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, and (gf) payments charitable contributions made by the Borrower (and or any direct of its Subsidiaries to Santa Fe Natural Tobacco Company Foundation, Xxxxxxxx American Foundation, American Snuff Charitable Trust or indirect parent thereof) and any other charitable foundation, trust or similar charitable organization that is, at the Subsidiaries pursuant to the tax sharing agreements among time of such contribution, an Affiliate of the Borrower (and or any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation Subsidiary thereof, in each case consistent with past practices of the Borrower and the Subsidiaries; provided that its Subsidiaries as in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence effect on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respectEffective Date.

Transactions with Affiliates. The Neither the Borrower will conductshall, and cause each nor shall the Borrower permit any of the Restricted Subsidiaries to conductto, all transactions directly or indirectly, enter into any transaction of any kind with any Affiliate of its Affiliates (the Borrower, whether or not in the ordinary course of business, other than (a) transactions among the Borrower and the its Restricted SubsidiariesSubsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the Transactions and the payment of the fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions, (d) the issuance of Stock Equity Interests to any officer, director, employee or Stock Equivalents of Holdings to the management consultant of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Transactions, (e) loans[reserved], advances (f) Restricted Payments permitted under Section 7.06, (g) loans and other transactions between or among the Borrower, Borrower and its Subsidiaries and joint ventures (to the extent any such Subsidiary that is not a Restricted Subsidiary or any such joint venture (regardless is only an Affiliate as a result of the form of legal entity) in which Investments by the Borrower or any Subsidiary has invested (and which its Restricted Subsidiaries in such Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiaryventure) to the extent otherwise permitted under Section 10this Article VII, (fh) employment and severance arrangements between the Borrower and the its Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans or agreements, stock option plans and other compensatory arrangements) arrangements in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hi) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent thereofof the Borrower) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the its Restricted Subsidiaries, and (ij) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (k) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good faith, (l) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, but only to the extent permitted by Section 7.06(h)(iii), (m) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (n) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the board of directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (o) any payments required to be made pursuant to the Acquisition Agreement and (p) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to shareholders pursuant to the Acquisition Agreement.

Transactions with Affiliates. The Lead Borrower will conductshall not, and cause each nor shall it permit any Restricted Subsidiary to, enter into any transaction of any kind with any Affiliate of the Restricted Subsidiaries to conductLead Borrower, all transactions with any whether or not in the ordinary course of its Affiliates (business, other than (a) transactions among the Borrower and the Loan Parties or any Restricted SubsidiariesSubsidiary or a Person that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms that are substantially as favorable to the Lead Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Lead Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) payments due pursuant to the payment Sponsor Management Agreement on account of management, monitoring, consulting, and transaction and advisory fees (including termination fees), provided that such payments may not be made if a Specified Default has occurred and is continuing or would arise therefrom, provided further that such fees not paid may accrue and be payable on or after the Transaction Expensesdate when the applicable Specified Default has been cured or waived and no additional Specified Default has occurred and is continuing or would arise as a result of such payment, (d) payments of indemnities and expense reimbursements under the issuance of Stock or Stock Equivalents of Holdings to Sponsor Management Agreements as in effect on the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Initial Closing Date, (e) loansequity issuances, advances repurchases, retirements or other acquisitions or retirements of Capital Stock of the Lead Borrower permitted under SECTION 6.06, (f) loans and other transactions between or among by the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Lead Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) its Restricted Subsidiaries to the extent permitted under Section 10this Article VI, (fg) employment and severance arrangements between the Lead Borrower and the its Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management and transactions pursuant to stock option plans and employee benefit plans or agreements, stock option plans and other compensatory arrangements) similar arrangements in the ordinary course of business, (gh) payments by the Borrower (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among the Lead Borrower (and any such parent) and the its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of Holdings, the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Lead Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entitySubsidiaries, (hi) the payment of customary fees fees, compensation, and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of Holdings, the Lead Borrower (or any direct or indirect parent thereof) and the its Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Lead Borrower and the its Restricted Subsidiaries, and (ij) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 6.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (k) dividends, redemptions and repurchases permitted under SECTION 6.06, (l) the Transactions and the payment of fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions, (m) any payments required to be made pursuant to the Merger Agreement, (n) so long as no Specified Default has occurred and is continuing or would result therefrom, customary payments by the Lead Borrower and any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of the Lead Borrower, in good faith and (o) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to shareholders of Holdings or any direct or indirect parent thereof pursuant to the Stockholders Agreement (including any registration rights agreement or purchase agreement related thereto).

Transactions with Affiliates. The Borrower will conductnot, and cause each will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (i) pursuant to the reasonable requirements of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower Borrower's or such Subsidiary's business and the Restricted Subsidiaries) on upon terms that are substantially as no less favorable to the Borrower or such Restricted Subsidiary as it than the Borrower or such Subsidiary would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransaction, (bii) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the BorrowerCredit Parties not involving any other Affiliate, (iii) transactions between or among Subsidiaries that are not Guarantors not involving any Subsidiary other Affiliate and transactions by or any joint venture with a Rabbi Trust or Rabbi Trust Subsidiary, (regardless of the form of legal entityiv) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate its Subsidiaries may make loans and advances to directors, officers, and employees of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the its Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (gv) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay may make payments in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (transactions required to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions be made pursuant to permitted agreements or arrangements in existence effect on the Original Closing Date and set forth on Schedule 9.9 6.16, (vi) the Borrower and its Subsidiaries may enter into, make payments under, or issue securities, stock options or similar rights pursuant to employment arrangements, employee benefit plans, equity option plans, indemnification provisions and other compensatory arrangements with directors, officers, and employees of the Borrower and its Subsidiaries in the ordinary course of business, so long as such payments and issuances otherwise comply with the terms of this Agreement, (vii) the Borrower and its Subsidiaries may make Restricted Payments permitted by Section 6.10, (viii) the Borrower and its Subsidiaries may enter into transactions permitted by Section 6.11, 6.12, 6.13 or 6.14, and (ix) the making of severance payments to directors, officers or employees of VITAS Healthcare that are required pursuant to arrangements in effect prior to the Original Credit Agreement or any amendment thereto to date that the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respectBorrower acquired VITAS Healthcare.

Transactions with Affiliates. The Borrower will conductnot, and cause each will not permit any of the its Restricted Subsidiaries to conductto, all transactions directly or indirectly, enter into or engage in any material transaction (including any sale, lease, transfer, purchase or acquisition of any assets or the rendering of any service or the amendment, restatement, supplement or other modification to, or waiver of any rights under, any Material Agreement, or the entry into any new Material Agreement) with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) Affiliates, except on terms and conditions, taken as a whole, that are substantially as favorable to the Borrower or such Restricted Subsidiary as it those that would obtain prevail in a comparable an arm’s-length transaction with a Person that is not an Affiliate, unrelated third parties; provided that the foregoing restrictions restriction shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to transactions between or among the Borrower and the its Restricted Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and not involving any other transactionsAffiliate, (b) transactions permitted by Section 10.6involving any employee benefit plans or related trusts of the Borrower or any of its Affiliates, (c) the payment of Midstream MLP IPO Transactions and the Transaction ExpensesMidstream MLP Drop-Down Transactions, (d) any agreement attached as an exhibit to or described in the issuance of Stock or Stock Equivalents of Holdings Registration Statement and any transactions pursuant to the management of the Borrower any such agreement, (or e) Restricted Payments permitted hereunder, and Investments in (including credit support of) any direct or indirect parent thereofjoint venture (other than an Unrestricted Subsidiary) not otherwise prohibited hereunder, (f) transactions entered into with Hess or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which than the Borrower or any Subsidiary has invested of its Subsidiaries) (i) on terms and which Subsidiary or joint venture would not be an Affiliate conditions that are fair and reasonable to the Borrower and its Restricted Subsidiaries (as reasonably determined by a Financial Officer of the Borrower but for Borrower), taking into account the Borrower’s or a Subsidiary’s ownership totality of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements relationship between the Borrower and its Restricted Subsidiaries, on the one hand, and Hess and its Subsidiaries (other than the Borrower or any of its Subsidiaries), on the other or (ii) with respect to which the Borrower shall have delivered to the Administrative Agent a favorable fairness opinion from a third-party appraiser of recognized standing, (g) the payment of reasonable compensation, fees and their respective officersexpenses to, employees and indemnity provided on behalf of, directors and officers of Xxxx XX, the Borrower or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) any of its Subsidiaries in the ordinary course of business, (gh) payments issuances by the Borrower (of Equity Interests and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among receipt by the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federalcapital contributions, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant approved by the Conflicts Committee of the Board of Directors (or equivalent governing body) of Xxxx XX (or the equivalent successor body to permitted such Conflicts Committee) and (j) any corporate sharing agreements in existence on the Original Closing Date with respect to tax sharing and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respectgeneral overhead and administrative matters.

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of (x) $36 million and (y) 9.73% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Affiliate transaction, for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor Sponsors for management, consulting and financial services rendered to the Borrower and the Restricted Subsidiaries pursuant to the Sponsor Management Agreement and customary investment banking fees paid to the Sponsor Sponsors for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransactions which payments are approved by a majority of the board of directors of the Borrower in good faith, (b) transactions permitted by Section 10.610.3 and Section 10.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with not otherwise prohibited by the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Credit Documents, (e) loans, advances and other transactions between or among the Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances in connection therewith), (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesthat are permitted under Section 10.5(b)(15); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be have been required to pay in respect of such foreign, U.S. federal, state and and/or local taxes for such fiscal year were had the Borrower Borrower, the Restricted Subsidiaries and its Restricted the Unrestricted Subsidiaries (to the extent described above) to pay paid such taxes separately from any such direct or indirect parent entitycompany of the Borrower, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers or employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions undertaken pursuant to permitted agreements membership in existence a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Closing Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Original Closing Date as determined by the Borrower in good faith), (k) customary payments by the Borrower (or any direct or indirect parent) and set forth on Schedule 9.9 any Restricted Subsidiaries to the Original Credit Agreement Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures, (l) the existence and performance of agreements and transactions with any amendment thereto Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an amendment is not adverse, taken Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a wholeRestricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the Lenders extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, (n) any material respectcustomary transactions with a Receivables Subsidiary effected as part of a Receivables Facility and (o) undertaking or consummating any IPO Reorganization Transactions.

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) involving aggregate payments or consideration in excess of $25,000,000 at the time of such Affiliate transaction, for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Restricted Subsidiaries pursuant to the Sponsor Management Agreement and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransactions which payments are approved by a majority of the board of directors of the Borrower in good faith, (b) transactions permitted by Section 10.610.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with not otherwise prohibited by the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Credit Documents, (e) loans, advances and other transactions between or among the Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances in connection therewith), (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesthat are permitted under Section 10.5(b)(15); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be have been required to pay in respect of such foreign, federal, state and and/or local taxes for such fiscal year were had the Borrower Borrower, the Restricted Subsidiaries and its Restricted the Unrestricted Subsidiaries (to the extent described above) to pay paid such taxes separately from any such direct or indirect parent entitycompany of the Borrower, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers or employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions undertaken pursuant to permitted agreements membership in existence a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Restatement Effective Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Original Closing Restatement Effective Date as determined by the Borrower in good faith), (k) customary payments by the Borrower (or any direct or indirect parent) and set forth on Schedule 9.9 any Restricted Subsidiaries to the Original Credit Agreement Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), (l) the existence and performance of agreements and transactions with any amendment thereto Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an amendment is not adverse, taken Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a wholeRestricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the Lenders extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, (n) any material respectcustomary transactions with a Receivables Subsidiary effected as part of a Receivables Facility and (o) undertaking or consummating any IPO Reorganization Transactions.

Transactions with Affiliates. The Borrower will conductExcept as set forth on Schedule 6.26 or disclosed in filings with the Securities and Exchange Commission, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) on terms that there are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management no material Contractual Obligations of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with to any of the Transactions officers, directors, managers, shareholders, members, employees, Affiliates or their respective Affiliates, of the Borrower or any of its Subsidiaries other than (i) for payment of salary for services rendered, (ii) for reimbursement for reasonable expenses incurred on behalf of the Borrower or its Subsidiaries, (iii) for standard employee benefits made generally available to all employees of the Borrower (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Borrower, (iv) pursuant to arrangements described in clause any of the Credit Documents and (fv) of this Section 9.9, (e) loans, advances and other transactions between or among Consolidated Parties. Except as set forth on Schedule 6.26 or disclosed in filings with the Securities and Exchange Commission, none of the officers, directors, managers, shareholders, members, employees, Affiliates, or their respective Affiliates, of the Borrower or any of its Subsidiaries has incurred Indebtedness to the Borrower (other than intercompany Indebtedness permitted under Section 8.1) or has any direct or indirect ownership interest in any Person with which the Borrower is affiliated or, to the Borrower's best knowledge, any Subsidiary or any joint venture (regardless of the form of legal entity) in with which the Borrower or any Subsidiary of its Subsidiaries has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents business relationship except that such Person may own stock in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and publicly traded companies. Other than as set forth on Schedule 9.9 to 6.26 or disclosed in filings with the Original Credit Agreement Securities and Exchange Commission, no officer, director, manager, shareholder, member, employee, Affiliate (other than Consolidated Parties), or any amendment thereto to of their respective Affiliates of the extent such an amendment is not adverseBorrower or any of its Subsidiaries, taken as a wholeis, to the Lenders directly or indirectly, interested in any material respectContractual Obligation with the Borrower. Except as may be expressly disclosed in notes to the financial statements delivered pursuant to Section 7.1 hereof or otherwise permitted under Section 8.1, the Borrower is not a guarantor or indemnitor of any Indebtedness of any other Person.

Transactions with Affiliates. The Borrower will conductnot, and cause each of the Restricted Subsidiaries to conductwill not permit any Credit Party to, all sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except (other than a) in the Borrower ordinary course of business at prices and the Restricted Subsidiaries) on terms that are substantially as favorable and conditions not less favourable to the Borrower or such Credit Party than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among Credit Parties and not involving any other Affiliate, (c) any Restricted Subsidiary Payment permitted by Section 6.6, and (d) any transaction permitted under Section 6.3. The Borrower and other Credit Parties will not enter into any transaction or series of transactions with Affiliates of the Parent, which involve an outflow of money or other Property from the Parent, the Borrower or other Credit Parties to an Affiliate of the Parent, including repayment of Indebtedness, or payment of management fees, affiliation fees, administration fees, compensation, salaries, asset purchase payments or any other type of fees or payments similar in nature, other than on terms and conditions substantially as it favourable to the Parent, the Borrower and the other Credit Parties as would obtain be obtainable by the Parent, the Borrower and the other Credit Parties in a reasonably comparable arm’s-length transaction with a Person that is other than an Affiliate of the Parent, the Borrower or the Subsidiaries, provided, however, that, in any event, the aggregate amount of all management fees, affiliation fees, administration fees and other similar fees paid by the Parent, the Borrower or any of the Subsidiaries to an Affiliate of the Parent, the Borrower or the Subsidiaries in any Fiscal Year shall not an Affiliate, provided that the exceed Cdn.$2,000,000. The foregoing restrictions shall not apply to to: (ai) the payment of reasonable and customary fees to directors of the Sponsor for management, consulting and financial services rendered to Parent or the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment who are not employees of the Transaction Expenses, (d) the issuance of Stock Parent or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, (ii) any Subsidiary other transaction with any employee, officer or any joint venture (regardless director of the form of legal entity) in which Parent, the Borrower or any Subsidiary has invested (pursuant to employee profit sharing and/or benefit plans and which Subsidiary or joint venture would not be an Affiliate of compensation and non-competition arrangements in amounts customary for corporations similarly situated to the Parent, the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) Subsidiary and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries entered into in the ordinary course of business to and approved by the extent attributable to the ownership or operation board of directors of the Parent, the Borrower and or such Subsidiary, or (iii) any reimbursement of reasonable out-of-pocket costs incurred by an Affiliate of the Parent or the Borrower on behalf of or for the account of the Parent, the Borrower or any of the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect.

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and or the Restricted Subsidiaries) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor Sponsors for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor Sponsors for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings the Borrower to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances loans and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which by the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) Restricted Subsidiaries to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Borrower (or any direct or indirect parent thereof) and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect, and (j) customary payments by the Borrower and any Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of the Borrower (or any direct or indirect parent thereof), in good faith.

Transactions with Affiliates. The Borrower will conductshall not, and cause each nor shall the Borrower permit any of the Restricted Subsidiaries to conductto, all transactions directly or indirectly, enter into any transaction of any kind with any Affiliate of its Affiliates (the Borrower, whether or not in the ordinary course of business, other than (a) loans and other transactions among the Borrower and its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such loan or other transaction to the Restricted Subsidiariesextent permitted under this Article 7, (b) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the Transactions and the payment of Transaction Expenses as part of or in connection with the Transaction ExpensesTransactions, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9[reserved], (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent Restricted Payments permitted under Section 107.06 and Investments permitted under Section 7.02, (f) employment and severance arrangements between the Borrower and the its Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans or agreements, stock option plans and other compensatory arrangements) arrangements in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent thereofof the Borrower) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the its Restricted Subsidiaries, and (ih) transactions pursuant to permitted agreements in existence on the Original Closing Restatement Effective Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (i) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by a majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good faith, (j) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, but only to the extent permitted by Section 7.06(i)(iii), (k) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (l) [reserved], (m) Permitted Intercompany Activities or (n) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity.

Transactions with Affiliates. The Borrower Holdings will conduct, and cause each of the Restricted its Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower Holdings and the Restricted SubsidiariesCredit Parties) involving aggregate payments or consideration in excess of $5,000,000 for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower Holdings or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of Holdings or such Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransactions permitted by Section 10.5, (b) transactions permitted by Section 10.6, (c) consummation of the Exit Transactions and the payment of the Transaction Expenses, (dc) the issuance of Capital Stock or Stock Equivalents of Holdings to the management of the Parent Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with not otherwise prohibited by the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Credit Documents, (ed) loans, advances and other transactions between or among Holdings, the Parent Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Parent Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Parent Borrower but for the Parent Borrower’s or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (fe) employment and severance arrangements between the Parent Borrower and the its Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances in connection therewith), (gf) payments by the Parent Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Parent Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower that are permitted under Section 10.5 and the Subsidiaries(B); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Parent Borrower and its Restricted Subsidiaries would be have been required to pay in respect of such foreign, federal, state and and/or local taxes for such fiscal year were had the Parent Borrower and its Restricted Subsidiaries (to the extent described above) to pay paid such taxes separately from any such direct or indirect parent entitycompany of the Parent Borrower, (hg) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Parent Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Parent Borrower and the Subsidiaries, (h) transactions pursuant to any agreement or arrangement as in effect as of the Closing Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Closing Date as determined by the Parent Borrower in good faith) and (i) any customary transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken with a Receivables Subsidiary effected as part of a whole, to the Lenders in any material respectReceivables Facility.

Transactions with Affiliates. The Parent Borrower will conductnot, and cause each of the Restricted Subsidiaries to conduct, all transactions with will not permit any of its Affiliates Subsidiaries to, enter into any transaction or group of related transactions having an expected valuation that is material to the Parent Borrower and its Subsidiaries, taken as a whole (including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees) with any Affiliate (other than the Borrower other Borrowers or any Subsidiary) unless such transaction is (a) otherwise permitted under this Agreement and (b) either (x) in the Restricted Subsidiariesordinary course of business of the relevant Global Group Member or (y) on upon fair and reasonable terms that are substantially as and no less favorable to the Borrower or such Restricted Subsidiary as relevant Global Group Member than it would obtain in a comparable arm’s-arms’ length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Parent Borrower and its Subsidiaries may (i) indemnify directors of the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Parent Borrower and the Subsidiaries in connection accordance with divestitures, acquisitions, financings and other transactionscustomary practice, (bii) transactions permitted issue securities, or make other payments, awards or grants in cash, securities or otherwise pursuant to employment arrangements, stock options and stock ownership plans approved by Section 10.6the Board of Directors of the Parent Borrower, (ciii) the payment make loans or advances to employees of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Parent Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Subsidiaries, (eiv) loanspay fees and indemnities to directors, advances officers and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless employees of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Parent Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (gv) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries enter into transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.9 or any amendment thereto to the extent such amendment is not materially adverse to the Lenders, (vi) enter into employment agreements or other arrangements in the ordinary course of business, (vii) declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Global Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Global Group Member, (viii) enter into transactions with Subsidiaries for the purchase or sale of goods, products, parts and services and entered into in the ordinary course of business in a manner consistent with past practice, (ix) enter into transactions with joint ventures for the purchase or sale of equipment or services entered into in the ordinary course of business and in a manner consistent with past practice, and (x) make payments pursuant to tax sharing agreements among the Parent Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Parent Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect.

Transactions with Affiliates. The Borrower Holdings will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower Holdings and the Restricted Subsidiaries) on terms that are at least substantially as favorable to the Borrower Holdings or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of Holdings or such Restricted Subsidiary in good faith, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower Holdings and the Restricted Subsidiaries pursuant to the Sponsor Management Agreement and customary investment banking fees paid to the Sponsor for services rendered to the Borrower Holdings and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransactions which payments are approved by a majority of the board of directors of Holdings in good faith, (b) transactions permitted by Section 10.610.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with not otherwise prohibited by the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Credit Documents, (e) loans, advances and other transactions between or among the BorrowerHoldings, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower Holdings or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower Holdings but for the Borrower’s Holdings’ or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower Holdings and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances in connection therewith), (g) payments by the Borrower Holdings (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower Holdings (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and Holdings, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Borrower Holdings, its Restricted Subsidiaries and its Restricted Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such direct or indirect parent entitycompany of Holdings, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower Holdings (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower Holdings and the Subsidiaries, and (i) transactions undertaken pursuant to permitted agreements membership in existence on a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement Date, or any amendment thereto to the extent (so long as any such an amendment is not adverse, disadvantageous in any material respect to the Lenders when taken as a whole, whole as compared to the Lenders applicable agreement as in effect on the Closing Date) and (k) customary payments by Holdings (or any material respectdirect or indirect parent) and any Restricted Subsidiaries to the Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures).

Transactions with Affiliates. The Neither the Borrower will conductshall, and cause each nor shall the Borrower permit any of the Restricted Subsidiaries to conductto, all transactions directly or indirectly, enter into any transaction of any kind with any Affiliate of its Affiliates (the Borrower, whether or not in the ordinary course of business, involving aggregate payments or consideration in excess of $1,000,000, other than the Borrower and the Restricted Subsidiaries(a) [reserved], (b) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the Transactions and the payment of Transaction Expenses as part of or in connection with the Transaction ExpensesTransactions, (d) the issuance so long as no Event of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereofDefault under Sections 8.01(a) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) has occurred and is continuing, transactions pursuant to the Transaction Agreements, or any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of this Section 9.9the board of directors of Borrower to the Lenders when taken as a whole, as compared to the applicable agreement as in effect immediately prior to such amendment or replacement, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent Restricted Payments permitted under Section 107.06 and Investments permitted under Section 7.02, (f) employment and severance arrangements between the Borrower and the its Subsidiaries and their respective officers, officers and employees or consultants (including management in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans or agreements, stock option plans and other compensatory arrangements) arrangements in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees and consultants of the Borrower (or any direct or indirect parent thereof) and the its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the its Subsidiaries, and (ih) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (i) [reserved], (j)[reserved], (k) [reserved], (l) [reserved], (m) [reserved], (n) [reserved] or (o) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower or any Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity.

Transactions with Affiliates. The Neither Holdings nor the Borrower will conductshall, and cause each nor shall they permit any of the Restricted Subsidiaries to conductto, all transactions enter into any transaction with any Affiliate of its Affiliates (other than the Borrower and the Restricted Subsidiariesexcept: (a) such transactions that are made on terms that are substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as it would obtain be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6if such transaction is among Credit Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction, (c) the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings or the Borrower to the management of the Borrower Holdings (or any direct or indirect parent thereof) ), the Borrower or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (fm) of this Section 9.9below, (e) loansthe payment of indemnities and reasonable expenses incurred by the Sponsor and its Affiliates in connection with any services provided to Holdings, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested of its Subsidiaries, (and which Subsidiary f) equity issuances, repurchases, retirements or joint venture would not be an Affiliate other acquisitions or retirements of Capital Stock by Holdings or the Borrower but for permitted under Section 10.6, (g) loans, guarantees and other transactions by Holdings (or any direct or indirect parent thereof), the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) Borrower and the Restricted Subsidiaries to the extent permitted under Section 109, (fh) employment and severance arrangements and health, disability and similar insurance or benefit plans between Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries and their respective directors, officers, employees or consultants (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with current or former employees, officers or directors and stock option or incentive plans and other compensatory compensation arrangements) in the ordinary course of businessbusiness or as otherwise approved by the Board of Directors of Holdings or the Borrower, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hi) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Borrower Holdings (or any direct or indirect parent thereof) ), the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the EXECUTION COPY Restricted Subsidiaries, and (ij) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 10.12 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect, (k) Dividends, redemptions and repurchases permitted under Section 10.6, (l) customary payments (including reimbursement of fees and expenses) by Holdings, the Borrower and any Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures, whether or not consummated), which payments (i) are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings or the Borrower, in good faith; and (ii) do not exceed, in the aggregate, $1,500,000 in any calendar year of the Borrower, (m) any issuance of Capital Stock, or other payments, awards or grants in cash, securities, Capital Stock or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of Holdings or the Borrower, as the case may be, (n) any purchase by Holdings of the Capital Stock of the Borrower, as the case may be; provided that, to the extent required by Section 9.11, any Capital Stock of the Borrower so purchased shall be pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the Pledge Agreement, (o) transactions with wholly owned Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business in a manner consistent with past practice, (p) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business and in a manner consistent with past practice, and (q) payments by Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries pursuant to tax sharing agreements among Holdings (and any such parent), the Borrower and the Restricted Subsidiaries on customary terms.

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor Sponsors for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor Sponsors for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted permittednot prohibited under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to of the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect. The Borrower will not permit any Consolidated Person to engage in any transaction with any Sponsor or any Frist Shareholder (or any controlling Affiliate of any Sponsor or Xxxxx Shareholder), to the extent that such Consolidated Person would be prohibited from engaging in such transaction if it was a Restricted Subsidiary for purposes of this Section 9.9.

Transactions with Affiliates. The Borrower will conduct, not and cause each of the Restricted Subsidiaries to conduct, all transactions with will not permit any of its Affiliates Restricted Subsidiaries directly or indirectly to enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any management, consulting, investment banking, advisory or other than similar services) with any Affiliate or with any director, officer or employee of any Loan Party, except (a) as set forth on Schedule 3.8, (b) transactions in the ordinary course of and pursuant to the reasonable requirements of the business of Borrower or any of its Restricted Subsidiaries and the Restricted Subsidiaries) on upon fair and reasonable terms that which are substantially as fully disclosed to Administrative Agent and are no less favorable to the Borrower or such Restricted Subsidiary as it than would obtain be obtained in a comparable arm’s-arm’s length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expensesintercompany Indebtedness permitted pursuant to subsection 3.1, (d) the issuance Investments permitted pursuant to subsection 3.3, (e) Restricted Junior Payments permitted pursuant to subsection 3.5, (f) payment of Stock reasonable compensation to officers and employees for services actually rendered to Borrower or Stock Equivalents such Restricted Subsidiary and (g) payment of Holdings director’s fees for board and committee service not to the management of the Borrower exceed $500,000 (or the equivalent thereof in another currency) in the aggregate for any direct fiscal year of Borrower; provided, however, that any employment, stock option, stock purchase or indirect parent thereof) stock grant agreement entered into by Borrower or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, with directors, managers, consultants, officers, officers and employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business and consistent with the past practice of Borrower or such Restricted Subsidiaries shall not be deemed a transaction with an Affiliate. Notwithstanding the foregoing, unless otherwise approved by Requisite Lenders, no payments may be made with respect to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and any items set forth as subparts 4, 5, 7 and 11 under the heading “Portola Packaging, Inc.” on Schedule 9.9 to 3.8 after the Original Credit Agreement occurrence and during the continuation of a Default or any amendment thereto to the extent such an amendment is not adverse, taken as Event of Default or if a whole, to the Lenders in any material respectDefault or Event of Default would result therefrom.

Transactions with Affiliates. The Borrower will conductnot, and cause each of the Restricted Subsidiaries to conduct, all transactions with will not permit any of its Affiliates (Restricted Subsidiaries to, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any holder of 5% or more of any class of equity interests of the Borrower or with any Affiliate of the Borrower other than the Borrower and the Restricted Subsidiaries) on terms that are and conditions substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’sarm's-length transaction with a Person that is not other than a holder of 5% or more of any class of equity interests of the Borrower or an AffiliateAffiliate of the Borrower; PROVIDED, provided HOWEVER, that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to transactions between the Borrower and the any of its Wholly Owned Subsidiaries (that are Restricted Subsidiaries) and customary investment banking fees paid to the Sponsor for services rendered to between Wholly Owned Subsidiaries of the Borrower and (that are Restricted Subsidiaries) permitted by the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionsprovisions of this Agreement, (b) transactions loans or advances made by the Borrower to its officers, directors and employees permitted by under Section 10.67.08(e), (c) the payment of fees to Indosuez and its respective Affiliates for financial services, such fees not to exceed the Transaction Expensesusual and customary fees for similar services, (d) the issuance of Capital Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) any pension, stock option, profit sharing or other employee benefit plan or agreement of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the its Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (ge) payments by a payment to KCSN or its Affiliates on or about the Borrower (and any direct or indirect parent thereof) and the Subsidiaries Closing Date for management services pursuant to the tax sharing agreements among termination of the Borrower Management Agreement, not to exceed $2,000,000, (f) the continuation and any such parentrenewal of the leases referred to on Schedule 5.16, (g) distributions with respect to the Xxxxxx Subordinated Note permitted under Section 7.23 and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entityXxxxxx Subordination Agreement, (h) the payment redemption of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees Capital Stock of the Borrower (held by Management Stockholders or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business Senior Managers subject to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, conditions described in Section 7.10 and (i) transactions pursuant to between the Borrower and holders of the Borrower's Series A Preferred Stock permitted agreements in existence on by the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respectother provisions of this Agreement.

Transactions with Affiliates. The Neither Holdings nor the Borrower will, nor will conductthey permit any Restricted Subsidiary to, and cause each of the Restricted Subsidiaries to conductsell, all lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except (other than a) transactions with Holdings, the Borrower and the or any Restricted SubsidiariesSubsidiary, (b) on terms that are substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as it 150 would obtain be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) Holdings, the payment Borrower or any Restricted Subsidiary shall be permitted to enter any underwriting agreements, stock purchase agreements or other similar agreements in connection with offerings of the Transaction Expensessecurities and provide customary representations, warranties, covenants and indemnities in respect of Virtu Financial, Inc., its subsidiaries and such offering in connection therewith, (d) the issuance issuances of Stock or Stock Equivalents Equity Interests of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of extent otherwise permitted by this Section 9.9Agreement, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances pursuant to Sections 6.04(b) and 6.04(n)), (gf) payments by the Borrower Holdings (and any direct or indirect parent thereof) ), the Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements among the Borrower Holdings (and any such parent) parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entitypayments are Permitted Tax Distributions, (hg) the payment of customary fees and reasonable out of out-of-pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of Holdings, the Borrower (or any direct or indirect parent thereof) and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, and (ih) transactions pursuant to any permitted agreements in existence or contemplated on the Original Closing Restatement Effective Date and set forth on Schedule 9.9 to the Original Credit Agreement 6.09 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (i) Restricted Payments permitted under Section 6.08, (j) Investments, loans or advances that are permitted to be made in lieu of Restricted Payments pursuant to Section 6.04 and (k) transactions in connection with the establishment of the Escrow Term Loans.

Transactions with Affiliates. The Neither Holdings nor the Borrower will, nor will conductthey permit any Subsidiary to, and cause each of the Restricted Subsidiaries to conductsell, all lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except (other than i) transactions in the Borrower ordinary course of business at prices and the Restricted Subsidiaries) on terms that are substantially as and conditions not less favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable than could be obtained on an arm’s-length transaction with a Person that is not an Affiliatebasis from unrelated third parties or, provided that in the foregoing restrictions shall not apply to case of management and/or franchise agreements arising in the ordinary course of business, agreements between any Subsidiary and the Borrower or any other Subsidiary as reasonably deemed appropriate by the Borrower, (aii) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to transactions between or among the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and that are Loan Parties not involving any other transactionsAffiliate, (biii) transactions payroll, travel and similar advances to cover matters permitted by under Section 10.610.4.(d), (civ) the payment of the Transaction Expensesreasonable fees to directors or managers of Holdings, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would who are not be an Affiliate employees of Holdings, the Borrower but for the Borrower’s or a any Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management compensation and employee benefit plans arrangements paid to, and indemnities provided for the benefit of, directors, managers, officers or agreementsemployees of Holdings, stock option plans and other compensatory arrangements) the Borrower or the Subsidiaries in the ordinary course of business, (gv) payments any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation Holdings’ board of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entitydirectors, (hvi) the payment of customary fees employment and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries severance arrangements entered into in the ordinary course of business between Holdings, the Borrower or any Subsidiary and any employee thereof and approved by Holdings’ board of directors, (vii) transactions contemplated by and payments due to Xxx Xxxxxxxx under the Consulting Agreement, (viii) any Restricted Payment permitted by Section 10.7. or any distributions of cash or other assets from any Person to any Loan Party or any Subsidiary in respect of Equity Interests held by such Loan Party or Subsidiary in that Person and (ix) capital contributions and other investments permitted by Section 10.4. by the Borrower to a Subsidiary or other Affiliate or by a Subsidiary to any other Subsidiary or Affiliate, provided that a Financial Officer has determined in good faith that the terms of such contribution or other investment are fair and reasonable to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respectcontributing party.

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) involving aggregate payments or consideration in excess of $25,000,000 at the time of such Affiliate transaction, for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Restricted Subsidiaries pursuant to the Sponsor Management Agreement and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransactions which payments are approved by a majority of the board of directors of the Borrower in good faith, (b) transactions permitted by Section 10.610.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with not otherwise prohibited by the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Credit Documents, (e) loans, advances and other transactions between or among the Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances in connection therewith), (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesthat are permitted under Section 10.5(b)(15); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be have been required to pay in respect of such foreign, federal, state and and/or local taxes for such fiscal year were had the Borrower Borrower, the Restricted Subsidiaries and its Restricted the Unrestricted Subsidiaries (to the extent described above) to pay paid such taxes separately from any such direct or indirect parent entitycompany of the Borrower, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers or employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions undertaken pursuant to permitted agreements membership in existence a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Restatement Effective Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Original Closing Restatement Effective Date as determined by the Borrower in good faith), (k) customary payments by the Borrower (or any direct or indirect parent) and set forth on Schedule 9.9 any Restricted Subsidiaries to the Original Credit Agreement Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), (l) the existence and performance of agreements and transactions with any amendment thereto Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an amendment is not adverse, taken Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a wholeRestricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the Lenders extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof and (n) any material respectcustomary transactions with a Receivables Subsidiary effected as part of a Receivables Facility.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction (or series of related transactions) of any kind with any Affiliate of the Restricted Subsidiaries to conduct, all transactions with Borrower or any of its Affiliates (Subsidiaries, whether or not in the ordinary course of business, other than (a) transactions among Borrower Parties or any entity that becomes a Borrower Party as a result of such transaction, (b) transactions entered into in the Borrower and the Restricted Subsidiaries) ordinary course of business involving consideration of less than $2,000,000 per fiscal year on terms that are substantially as favorable to such Loan Party as would be obtainable by such Loan Party at the Borrower or such Restricted Subsidiary as it would obtain time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of fees and expenses on the Transaction ExpensesClosing Date related to the Restructuring Transactions, (d) loans and other transactions by the issuance of Stock or Stock Equivalents of Holdings Borrower and the Restricted Subsidiaries to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of extent expressly permitted under this Section 9.9Article 7, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the its Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (gf)(i) payments to the Borrower by Subsidiaries of the Borrower pursuant to the Subsidiary Tax Sharing Agreements, (ii) payments by the Borrower to an Unrestricted Subsidiary to reimburse such Unrestricted Subsidiary for excess payments made pursuant to a Subsidiary Tax Sharing Agreement and (and any direct or indirect parent thereofiii) and payments to Holdco by the Subsidiaries Borrower pursuant to the tax sharing agreements among Holding Company Tax Sharing Agreement, provided that the aggregate amount of payments by the Borrower (and any such parent) and the Subsidiaries on customary terms pursuant to the extent attributable to Holding Company Tax Sharing Agreement in respect of Subsidiary Tax Distribution Shortfalls (as defined in the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does Holding Company Tax Sharing Agreement) shall not exceed the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied, provided, further, that the Borrower and its Restricted Subsidiaries would be required shall not make any payment pursuant to pay the Holding Company Tax Sharing Agreement in respect of federala Subsidiary Tax Distribution Shortfall if, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entityafter giving effect thereto, Liquidity shall be less than $20,000,000, (hg) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, board managers and employees of the Borrower (or any direct or indirect parent thereof) and the its Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the its Restricted Subsidiaries, and (ih) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (i) transactions pursuant to the Management Agreement, intellectual property licenses executed in connection therewith and, subject to the Management Subordination Agreement, payment of fees and expenses owing thereunder, (j) the Non-Compete Agreement, (k) dividends, redemptions and repurchases permitted under Section 7.06, (l) transactions pursuant to the Borrower/IP Holdco License Agreement, (m) payments to the Borrower by Subsidiaries of the Borrower pursuant to the Subsidiary Cost Allocation Agreements, (n) issuance of any Holdco Convertible Indebtedness or Cure Note Indebtedness or any transaction related thereto permitted pursuant to clause (iii) through (v) of Section 7.13(a), or (o) with the consent of the Administrative Agent, other transactions on terms substantially as favorable to such Loan Party as would be obtainable by such Loan Party at the time in a comparable arm’s-length transaction with a Person other than an Affiliate.

Transactions with Affiliates. The Borrower Holdings will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower Holdings and the Restricted Subsidiaries) involving aggregate payments or consideration in excess of $2,500,000 for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower Holdings or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of Holdings or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting consulting, and financial services rendered to the Borrower Holdings and the Restricted Subsidiaries pursuant to the Sponsor Management Agreement and customary investment banking fees paid to the Sponsor for services rendered to the Borrower Holdings and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransactions which payments are approved by a majority of the board of directors of Holdings in good faith, (b) transactions permitted by Section 10.610.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with not otherwise prohibited by the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Credit Documents, (e) loans, advances and other transactions between or among the BorrowerHoldings, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower Holdings or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower Holdings but for the Borrower’s Holdings’ or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower Holdings and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances in connection therewith), (g) payments by the Borrower Holdings (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower Holdings (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesthat are permitted under Section 10.5(b)(15); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that Holdings, the Borrower and its Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be have been required to pay in respect of such foreign, federal, state and and/or local taxes for such fiscal year were had Holdings, the Borrower Restricted Subsidiaries and its Restricted the Unrestricted Subsidiaries (to the extent described above) to pay paid such taxes separately from any such direct or indirect parent entitycompany of Holdings, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower Holdings (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower Holdings and the Subsidiaries, and (i) transactions undertaken pursuant to permitted agreements membership in existence a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Closing Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Original Closing Date as determined by the Borrower in good faith), (k) customary payments by Holdings (or any direct or indirect parent) and set forth on Schedule 9.9 any Restricted Subsidiaries to the Original Credit Agreement Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), (l) the existence and performance of agreements and transactions with any amendment thereto Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an amendment is not adverse, taken Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a wholeRestricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the Lenders extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, and (n) any material respectcustomary transactions with a Receivables Subsidiary effected as part of a Receivables Facility. National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Transactions with Affiliates. The Borrower will conductshall not, and cause each nor shall the Borrower permit any of the Restricted Subsidiaries to conductto, all transactions directly or indirectly, enter into any transaction of any kind with any Affiliate of its Affiliates (the Borrower, whether or not in the ordinary course of business, other than (a) loans and other transactions among the Borrower and its Restricted Subsidiaries and Securitization Subsidiaries or any entity that becomes a Restricted Subsidiary or Securitization Subsidiary as a result of such loan or other transaction to the Restricted Subsidiariesextent permitted under this Article VII, (b) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the Transactions and the payment of Transaction Expenses as part of or in connection with the Transaction ExpensesTransactions, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9[Reserved], (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent Restricted Payments permitted under Section 107.06 and Investments permitted under Section 7.02, (f) employment and severance arrangements between the Borrower and the its Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans or agreements, stock option plans and other compensatory arrangements) arrangements in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent thereofof the Borrower) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the its Restricted Subsidiaries, and (ih) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (i) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by a majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good faith, (j) payments by the Borrower or any of its Restricted Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries, but only to the extent permitted by Section 7.06(i)(iii), (k) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (l) any Disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing or (m) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity.

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor Sponsors for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor Sponsors for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Borrower (or or, to the extent attributable to the ownership of the Borrower by such parent, any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesbusiness, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment (together with any other amendment or supplemental agreements) is not adverse, taken as a whole, to the Lenders in any material respect.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of any kind with any Affiliate of the Restricted Subsidiaries to conductBorrower, all transactions with any whether or not in the ordinary course of its Affiliates (business, other than the Borrower and the Restricted Subsidiaries(a) transactions among Loan Parties, (b) on fair and reasonable terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’sarm's-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of fees and expenses in connection with the Transaction Expensesconsummation of the Transactions in amounts disclosed to the Lenders prior to the Closing Date, (d) so long as no Event of Default shall have occurred and be continuing under Section 8.01(f), the issuance payment of Stock or Stock Equivalents of Holdings fees to the management Sponsor under the Sponsor Management Agreement; provided that such payments shall not exceed with respect to any fiscal year the aggregate amount of payments to be made with respect to such fiscal year under the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries Sponsor Management Agreement as in connection with effect on the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Closing Date, (e) loansequity issuances by Holdings (or after a Qualifying IPO, advances the Borrower) permitted under Section 7.06, (f) loans and other transactions between or among the Borrowerby Holdings, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) its Restricted Subsidiaries to the extent permitted under Section 10this Article 7, (fg) customary fees payable to any directors of Holdings (or after a Qualifying IPO, the Borrower) and reimbursement of reasonable out of pocket costs of the directors of Holdings (or after a Qualifying IPO, the Borrower), (h) employment and severance arrangements between Holdings, the Borrower and the or its Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (gi) payments by Holdings, the Borrower (and any direct or indirect parent thereof) and the its Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that Holdings, the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entityon customary terms, (hj) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, to directors, managers, consultants, officers, officers and employees of Holdings, the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesbusiness, and (ik) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases permitted under Section 7.06, and (m) payments by Holdings, the Borrower and any Restricted Subsidiaries to the Sponsor made for any customary financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by the majority of the board of directors of Holdings in good faith.

Transactions with Affiliates. The Borrower will conductshall not, and cause each nor shall the Borrower permit any of the Restricted Subsidiaries to conductto, all transactions directly or indirectly, enter into any transaction of any kind with any Affiliate of its Affiliates (the Borrower, whether or not in the ordinary course of business, involving aggregate payments or consideration in excess of $25,000,000, other than (a) loans and other transactions among the Borrower and its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such loan or other transaction to the Restricted Subsidiariesextent permitted under this Article 7, (b) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the Transactions and the payment of Transaction Expenses as part of or in connection with the Transaction ExpensesTransactions, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9[reserved], (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent Restricted Payments permitted under Section 107.06 and Investments permitted under Section 7.02, (f) employment and severance arrangements between the Borrower and the its Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management in the ordinary course of business and transactions pursuant to equity-based plans and employee benefit plans or agreements, stock option plans and other compensatory arrangements) arrangements in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent thereofof the Borrower) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the its Restricted Subsidiaries, and (ih) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (i) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by a majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good faith, (j) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, but only to the extent permitted by Section 7.06(i)(iii), (k) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any former, present or future director, manager, officer, employee or consultant (or any Affiliate or any Immediate Family Member of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (l) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility, (m) Permitted Intercompany Activities or (n) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity. Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of any kind with any Affiliate of the Restricted Subsidiaries to conductParent Borrower, all transactions with any whether or not in the ordinary course of its Affiliates (business, other than (a) transactions among the Borrower and the Parties or any Person that becomes a Restricted SubsidiariesSubsidiary as a result of such transaction, (b) on fair and reasonable terms that are substantially as favorable to the Parent Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Parent Borrower or such Restricted Subsidiary in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the Transactions, including the payment of fees and expenses in connection with the Transaction Expensesconsummation of the Transactions, (d) transactions (including Investments and Restricted Payments) by the issuance of Stock or Stock Equivalents of Holdings Parent Borrower and the Subsidiaries to the management of the Borrower extent not prohibited by this Agreement including this Article 7, (e) entering into employment and severance arrangements between Holdings or any direct or indirect parent thereof) , the Parent Borrower and the Restricted Subsidiaries and their respective officers and employees, as determined in good faith by the board of directors or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless senior management of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10relevant Person, (f) employment the payment of customary fees and severance arrangements between the Borrower reimbursement of reasonable out-of-pocket costs of, and the Subsidiaries customary indemnities provided to or on behalf of, directors, officers and their respective officers, employees of Holdings or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) , the Parent Borrower and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms Restricted Subsidiaries, to the extent attributable to the ownership or operation operations of the Parent Borrower and the Restricted Subsidiaries; provided that , as determined in each case good faith by the amount board of such payments in any fiscal year does not exceed directors or senior management of the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entityrelevant Person, (hg) the payment of customary fees and reasonable out of pocket costs fees, expenses, indemnities or other payments pursuant to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to to, the permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to in the Original Credit Agreement Confidential Disclosure Letter or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, materially disadvantageous to the Lenders Lenders, (h) the issuance of Equity Interests to any officer, director, employee or consultant of the Parent Borrower or any of its Subsidiaries or any direct or indirect parent of the Parent Borrower in connection with the Transactions, (i) the payment of (A)(1) so long as no Event of Default under Section 8.01(a) or (f) shall have occurred and is continuing or shall result therefrom, management, consulting, monitoring, advisory fees and other fees (including termination fees to the extent funded with proceeds from a Permitted Equity Issuance) pursuant to the Management Agreements (plus any unpaid management, consulting, monitoring, advisory and other fees accrued in any material respectprior year) and (2) indemnities and expenses to the Sponsors pursuant to the Management Agreements pursuant to the Management Agreements, and (B) customary compensation to the Equity Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees (including in connection with acquisitions and Dispositions which are not set forth in the Management Agreement), in each case under this clause (B) approved by a majority of the disinterested members of the board of directors of the Parent Borrower, in good faith, (j) employment and severance arrangements between the Company Parties and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements, (k) investments by the Investors and Permitted Holders in securities of the Parent Borrower or any of its Restricted Subsidiaries so long as (A) the investment is being offered generally to other investors on the same or more favorable terms and (B) the investment constitutes less than 15% of the proposed or outstanding issue amount of such class of securities, (l) payments required by securities held by the Investors and Permitted Holders to the extent such securities were acquired as contemplated by clause (k) above or were acquired from third parties, and (m) payments to or from, and transactions with, Joint Ventures in the ordinary course of business.

Transactions with Affiliates. The Each Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower Borrowers and the Restricted Subsidiaries) on terms that are substantially as favorable to the such Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor Sponsors for management, consulting and financial services rendered to the Lead Borrower and the Restricted Subsidiaries pursuant to the Sponsor Management Agreement and customary investment banking fees paid to the Sponsor Sponsors for services rendered to the Lead Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransactions which payments are approved by a majority of the board of directors of the Lead Borrower in good faith, (b) transactions permitted by Section 10.610.5, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Lead Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the any Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the any Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the a Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section Article 10, (f) employment and severance arrangements between the Borrower Borrowers and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the any Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the any Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and such Borrower, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Borrower such Borrower, its Restricted Subsidiaries and its Restricted Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such direct or indirect parent entitycompany of such Borrower, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower Borrowers (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower Borrowers and the Subsidiaries, (i) transactions undertaken pursuant to membership in a purchasing consortium and (ij) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect.

Transactions with Affiliates. The Borrower will conductnot, and cause each of the will not permit any Restricted Subsidiaries to conductSubsidiary to, all sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except (other than i) transactions with the Borrower and the or any Restricted SubsidiariesSubsidiary, (ii) on terms that are substantially terms, taken as a whole, not materially less favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that Affiliate (as determined in good faith by the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionsBorrower), (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hiii) the payment of customary fees and reimbursement or payment of reasonable out of out-of-pocket costs expenses to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Borrower (or any direct or indirect parent thereof) and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesbusiness, and (iiv) transactions pursuant to permitted agreements in existence or contemplated on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 6.09 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (v) Restricted Payments permitted under Section 6.07, (vi) Investments permitted under Sections 6.04(b), (d), (o) and (r), (vii) issuances of Qualified Equity Interests of the Borrower, (viii) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or in connection with the Transactions and (ix) the entry into or performance of customary tax sharing agreements between the Borrower and the Restricted Subsidiaries and the filing of Tax returns on a consolidated basis. For purposes of this Section 6.09, no Virtus Fund is or shall be deemed to be an Affiliate of the Borrower or any of its Restricted Subsidiaries.

Transactions with Affiliates. The Neither Holdings nor the Borrower will conductshall, and cause each nor shall they permit any of the Restricted Subsidiaries to conductto, all transactions enter into any transaction with any Affiliate of its Affiliates (other than the Borrower and the Restricted Subsidiariesexcept: (a) such transactions that are made on terms that are substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as it would obtain be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6if such transaction is among Credit Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction, (c) the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings or the Borrower to the management of the Borrower Holdings (or any direct or indirect parent thereof) ), the Borrower or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (fm) of this Section 9.9below, (e) loansthe payment of indemnities and reasonable expenses incurred by the Sponsor and its Affiliates in connection with any services provided to Holdings, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested of its Subsidiaries, (and which Subsidiary f) equity issuances, repurchases, retirements or joint venture would not be an Affiliate other acquisitions or retirements of Capital Stock by Holdings or the Borrower but for permitted under Section 9.6, (g) loans, guarantees and other transactions by Holdings (or any direct or indirect parent thereof), the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) Borrower and the Restricted Subsidiaries to the extent permitted under Section 109, (fh) employment and severance arrangements and health, disability and similar insurance or benefit plans between Holdings(or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries and their respective directors, officers, employees or consultants (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with current or former employees, officers or directors and stock option or incentive plans and other compensatory compensation arrangements) in the ordinary course of businessbusiness or as otherwise approved by the Board of Directors of Holdings or the Borrower, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hi) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Borrower Holdings (or any direct or indirect parent thereof) ), the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, and (ij) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 9.12 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect, (k) Dividends, redemptions and repurchases permitted under Section 9.6, (l) customary payments (including reimbursement of fees and expenses) by Holdings, the Borrower and any Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or EXECUTION COPY placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures, whether or not consummated), which payments (i) are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings or the Borrower, in good faith and (ii) do not exceed, in the aggregate, $1,500,000 in any calendar year of the Borrower, (m) any issuance of Capital Stock, or other payments, awards or grants in cash, securities, Capital Stock or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of Holdings or the Borrower, as the case may be, (n) any purchase by Holdings of the Capital Stock of the Borrower, as the case may be; provided that, to the extent required by Section 8.11, any Capital Stock of the Borrower so purchased shall be pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the Pledge Agreement, (o) transactions with wholly owned Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business in a manner consistent with past practice, (p) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business and in a manner consistent with past practice, and (q) payments by Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries pursuant to tax sharing agreements among Holdings (and any such parent), the Borrower and the Restricted Subsidiaries on customary terms.

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of (x) $30 million and (y) 8.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Affiliate transaction, for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor Sponsors for management, consulting and financial services rendered to the Borrower and the Restricted Subsidiaries pursuant to the Sponsor Management Agreement and customary investment banking fees paid to the Sponsor Sponsors for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransactions which payments are approved by a majority of the board of directors of the Borrower in good faith, (b) transactions permitted by Section 10.610.3 and Section 10.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with not otherwise prohibited by the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Credit Documents, (e) loans, advances and other transactions between or among the Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances in connection therewith), (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesthat are permitted under Section 10.5(b)(15); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be have been required to pay in respect of such foreign, U.S. federal, state and and/or local taxes for such fiscal year were had the Borrower Borrower, the Restricted Subsidiaries and its Restricted the Unrestricted Subsidiaries (to the extent described above) to pay paid such taxes separately from any such direct or indirect parent entitycompany of the Borrower, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers or employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions undertaken pursuant to permitted agreements membership in existence a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Closing Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Original Closing Date as determined by the Borrower in good faith), (k) customary payments by the Borrower (or any direct or indirect parent) and set forth on Schedule 9.9 any Restricted Subsidiaries to the Original Credit Agreement Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures, (l) the existence and performance of agreements and transactions with any amendment thereto Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an amendment is not adverse, taken Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a wholeRestricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the Lenders extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, (n) any material respectcustomary transactions with a Receivables Subsidiary effected as part of a Receivables Facility and (o) undertaking or consummating any IPO Reorganization Transactions.

Transactions with Affiliates. The Neither Holdings nor the Borrower will, nor will conductthey permit any Restricted Subsidiary to, and cause each of the Restricted Subsidiaries to conductsell, all lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except (other than i) transactions with Holdings, the Borrower and or any Restricted Subsidiary (or an entity that becomes a Restricted Subsidiary as a result of the Restricted Subsidiariestransaction), (ii) on terms that are substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as it would obtain be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (aiii) the payment of customary fees and expenses related to the Sponsor for managementTransactions, consulting (iv) the reimbursement of the Sponsor’s expenses and financial services rendered indemnification payments in favor of the Sponsor, (v) issuances of Equity Interests of Holdings to the extent otherwise permitted by this Agreement, (vi) employment agreements and severance arrangements and health, disability and similar insurance or benefit plans between Holdings, the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with present or former employees, officers or directors and stock option or incentive plans and other compensatory compensation arrangements) in the ordinary course of businessbusiness or otherwise in connection with the Transactions (including loans and advances pursuant to Sections 6.04(b) and 6.04(m)), (gvii) payments by the Borrower (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among the Borrower Holdings (and any such parent) parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entitypayments are permitted by Section 6.06, (hviii) the payment of customary fees and reasonable out of out-of-pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of Holdings, the Borrower (or any direct or indirect parent thereof) and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, and (iix) transactions pursuant to permitted agreements in existence or contemplated on the Original Closing Effective Date and set forth on Schedule 9.9 to the Original Credit Agreement 6.07 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (x) Restricted Payments permitted under Section 6.06, (xi) so long as no Default or Event of Default has occurred and is continuing, customary payments by Holdings, the Borrower and any Restricted Subsidiaries to the Sponsors (or any Affiliates or management companies of the Sponsor) not to exceed $500,000 in the aggregate in any fiscal year made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings in good faith, (xii) Investments in the Borrower’s Subsidiaries and joint ventures (to the extent any such Subsidiary is an Excluded Subsidiary or any such joint venture is only an Affiliate as a result of Investments by Holdings and its Restricted Subsidiaries in such Subsidiary or joint venture) to the extent otherwise permitted under Section 6.04, (xiii) transactions between the Borrower or any Restricted Subsidiary and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of the Borrower or Holdings, provided, that such director abstains from voting as a director of the Borrower or Holdings, as the case may be, on any matter involving such other Person; (xiv) any issuance of Equity Interests, or other payments, awards or grants in cash, securities, Equity Interests or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, deferred compensation agreements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Borrower; (xv) loans or advances to officers, directors, employees or consultants of the Borrower or any of the Restricted Subsidiaries to the extent permitted by Section 6.04; (xvi) transactions to effect the Transactions and the payment of all fees and expenses related to the Transactions; (xvii) any transaction in respect of which the Borrower delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the Board of Directors of the Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is (A) in the good faith determination of the Borrower qualified to render such letter and (B) reasonably satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary, as applicable, as would be obtainable at such time in a comparable arm’s-length transaction with a Person that is not an Affiliate; and (xviii) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower or the Restricted Subsidiaries.

Transactions with Affiliates. The Neither Holdings nor the Borrower will, nor will conductthey permit any Restricted Subsidiary to, and cause each of the Restricted Subsidiaries to conductsell, all lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except (other than a) transactions with Holdings, the Borrower and the or any Restricted SubsidiariesSubsidiary, (b) on terms that are substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as it would obtain be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) Holdings, the payment Borrower or any Restricted Subsidiary shall be permitted to enter any underwriting agreements, stock purchase agreements or other similar agreements in connection with offerings of the Transaction Expensessecurities and provide customary representations, warranties, covenants and indemnities in respect of Virtu Financial, Inc., its subsidiaries and such offering in connection therewith, (d) the issuance issuances of Stock or Stock Equivalents Equity Interests of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of extent otherwise permitted by this Section 9.9Agreement, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances pursuant to Sections 6.04(b) and 6.04(n)), (gf) payments by the Borrower Holdings (and any direct or indirect parent thereof) ), the Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements among the Borrower Holdings (and any such parent) parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entitypayments are Permitted Tax Distributions, (hg) the payment of customary fees and reasonable out of out-of-pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of Holdings, the Borrower (or any direct or indirect parent thereof) and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, and (ih) transactions pursuant to any permitted agreements in existence or contemplated on the Original Closing Restatement Effective Date and set forth on Schedule 9.9 to the Original Credit Agreement 6.09 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (i) Restricted Payments permitted under Section 6.08, (j) Investments, loans or advances that are permitted to be made in lieu of Restricted Payments pursuant to Section 6.04 and (k) transactions in connection with the establishment of the Escrow Term Loans.

Transactions with Affiliates. The Borrower will conductLoan Parties shall not, and cause each nor shall any Loan Party permit any Subsidiary to, enter into any transaction of the Restricted Subsidiaries to conduct, all transactions any kind with any Affiliate, whether or not in the ordinary course of its Affiliates (business, other than (a) transactions among (x) the Borrower and the Restricted SubsidiariesLoan Parties or a Person that becomes a Loan Party as a result of such transaction or (y) Persons who are not Loan Parties, (b) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment equity issuances, repurchases, retirements or other acquisitions or retirements of Capital Stock of the Transaction ExpensesBorrower permitted under SECTION 6.06, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances loans and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which by the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) its Subsidiaries to the extent permitted under Section 10this Article VI, (fe) employment and severance arrangements between the Borrower and the its Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (gf) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the its Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the its Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hg) the payment of customary fees fees, compensation, and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Borrower (or any direct or indirect parent thereof) and the its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the its Subsidiaries, and (ih) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 specifically disclosed in writing to the Original Credit Agreement Administrative Agent and the Lenders on or prior to the Closing Date or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, and (i) dividends, redemptions and repurchases permitted under SECTION 6.06.

Transactions with Affiliates. The Neither Holdings nor the Borrower will, nor will conductthey permit any Restricted Subsidiary or any Intermediate Parent to, and cause each of the Restricted Subsidiaries to conductsell, all lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except (other than a) transactions with Holdings, the Borrower and the Borrower, any Intermediate Parent or any Restricted SubsidiariesSubsidiary, (b) on terms that are substantially as favorable to Holdings, the Borrower Borrower, such Intermediate Parent or such Restricted Subsidiary as it would obtain be obtainable by such Person at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) in connection with the payment of IPO Reorganization Transactions, that the Transaction ExpensesBorrower, in good faith, determines are reasonably necessary to effectuate the IPO Reorganization Transactions, (d) the issuance issuances of Stock or Stock Equivalents Equity Interests of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of extent otherwise permitted by this Section 9.9Agreement, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between Holdings, the Borrower Borrower, any Intermediate Parent and the Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances pursuant to Sections 6.04(b) and 6.04(n)), (gf) payments by the Borrower Holdings (and any direct or indirect parent thereof) ), the Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements among the Borrower Holdings (and any such parent) parent thereof), any Intermediate Parent, the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entitypayments are permitted by Section 6.08, (hg) the payment of customary fees and reasonable out of out-of-pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of Holdings, the Borrower (or Borrower, any direct or indirect parent thereof) Intermediate Parent and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, any Intermediate Parent, the Borrower and the Restricted Subsidiaries, and (ih) transactions pursuant to any permitted agreements in existence or contemplated on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 6.09 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (i) Restricted Payments permitted under Section 6.08 and (j) customary payments by Holdings, any Intermediate Parent, the Borrower and any Restricted Subsidiaries to the Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings in good faith.

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor Sponsors for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor Sponsors for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to of the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect. The Borrower will not permit any Consolidated Person to engage in any transaction with any Sponsor or any Frist Shareholder (or any controlling Affiliate of any Sponsor or Xxxxx Shareholder), to the extent that such Consolidated Person would be prohibited from engaging in such transaction if it was a Restricted Subsidiary for purposes of this Section 9.9.

Transactions with Affiliates. The Borrower will conductnot, and cause each of the Restricted Subsidiaries to conductwill not permit any Credit Party to, all sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except (other than a) in the Borrower ordinary course of business at prices and the Restricted Subsidiaries) on terms that are substantially as favorable and conditions not less favourable to the Borrower or such Credit Party than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among Credit Parties and not involving any other Affiliate, (c) any Restricted Subsidiary Payment permitted by Section 6.6, and (d) any transaction permitted under Section 6.3. The Borrower and other Credit Parties will not enter into any transaction or series of transactions with Affiliates of the Parent, which involve an outflow of money or other property from the Parent, the Borrower or other Credit Parties to an Affiliate of the Parent, including repayment of Indebtedness, or payment of management fees, affiliation fees, administration fees, compensation, salaries, asset purchase payments or any other type of fees or payments similar in nature, other than on terms and conditions substantially as it favourable to the Parent, the Borrower and the other Credit Parties as would obtain be obtainable by the Parent, the Borrower and the other Credit Parties in a reasonably comparable arm’sarm's-length transaction with a Person that is other than an Affiliate of the Parent, the Borrower or the Subsidiaries, provided, however, that, in any event, the aggregate amount of all management fees, affiliation fees, administration fees and other similar fees paid by the Parent, the Borrower or any of the Subsidiaries to an Affiliate of the Parent, the Borrower or the Subsidiaries in any Fiscal Year shall not an Affiliate, provided that the exceed Cdn.$2,000,000. The foregoing restrictions shall not apply to to: (ai) the payment of reasonable and customary fees to directors of the Sponsor for management, consulting and financial services rendered to Parent or the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment who are not employees of the Transaction Expenses, (d) the issuance of Stock Parent or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, (ii) any Subsidiary other transaction with any employee, officer or any joint venture (regardless director of the form of legal entity) in which Parent, the Borrower or any Subsidiary has invested (pursuant to employee profit sharing and/or benefit plans and which Subsidiary or joint venture would not be an Affiliate of compensation and non-competition arrangements in amounts customary for corporations similarly situated to the Parent, the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) Subsidiary and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries entered into in the ordinary course of business to and approved by the extent attributable to the ownership or operation board of directors of the Parent, the Borrower and or such Subsidiary, or (iii) any reimbursement of reasonable out-of-pocket costs incurred by an Affiliate of the Parent or the Borrower on behalf of or for the account of the Parent, the Borrower or any of the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect.

Transactions with Affiliates. The Borrower Parent Guarantor will conductnot, and cause each of the Restricted Subsidiaries to conductwill not permit Lessee or any other Subsidiary to, all sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except (other than the Borrower and the Restricted Subsidiariesi) transactions on terms that are substantially as and conditions not materially less favorable to the Borrower Parent Guarantor or such Restricted Subsidiary as it would obtain in a comparable than could be obtained on an arm’s-length transaction with basis from a Person that is not an AffiliateAffiliate for a comparable transaction, provided (ii) transactions between or among the Parent Guarantor and its Subsidiaries (or an entity that becomes a Subsidiary of the foregoing restrictions shall not apply to Parent Guarantor as a result of such transaction) (aor any combination thereof), (iii) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment directors of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) Parent Guarantor or any of its Subsidiaries in connection with Subsidiaries, and customary compensation, reasonable out-of-pocket expense reimbursement and indemnification (including the Transactions provision of directors and officers insurance) of, and other employment agreements and arrangements, employee benefit plans and stock incentive plans paid to, future, present or pursuant to arrangements described in clause (f) past directors, officers, managers and employees of this Section 9.9the Parent Guarantor or any of its Subsidiaries, (eiv) transactions undertaken in good faith for the purpose of improving the overall tax efficiency of the Parent Guarantor and its Subsidiaries, (v) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under by the terms of this Guaranty, the Lease or the Participation Agreement, including without limitation any Restricted Payment permitted by Section 109(d) and transactions permitted by Section 9(c), (fvi) employment and severance arrangements between the Borrower issuances of Equity Interests to Affiliates and the Subsidiaries and registration rights associated therewith, (vii) any Collaboration Arrangement or any other license, sublicense, lease or sublease (A) in existence on the Document Closing Date (together with any amendments, restatements, extensions, replacements or other modifications thereto that are not materially adverse to the interests of the Lenders in their respective officerscapacities as such), employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangementsB) in the ordinary course of businessbusiness or (C) substantially consistent with past practices, (gviii) payments by the Borrower transactions with Affiliates that are Disclosed Matters, (and any direct or indirect parent thereofix) and the Subsidiaries transactions pursuant to agreements in effect on the tax sharing agreements among the Borrower Document Closing Date (and together with any such parent) and the Subsidiaries on customary terms amendments, restatements, extensions, replacements or other modifications thereto that are not materially adverse to the extent attributable to the ownership or operation interests of the Borrower and the Subsidiaries; provided that Participants in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entitytheir capacities as such), (hx) transactions with joint ventures for the payment purchase or sale of customary fees property or other assets and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries services entered into in the ordinary course of business to the extent attributable to the ownership or operation and investments in joint ventures, (xi) transactions approved by a majority of Disinterested Directors of the Borrower Parent Guarantor or of the applicable Subsidiary in good faith, (xii) any transactions or series of related transactions with respect to which the aggregate consideration paid, or fair market value of property disposed of, by the Parent Guarantor and the Subsidiaries, its Subsidiaries is less than $2,000,000 and (ixiii) transactions pursuant to subleases and assignments permitted agreements in existence on by the Original Closing Date and set forth on Schedule 9.9 to Operative Documents, including Article VI of the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respectLease.

Transactions with Affiliates. The Parent Borrower will conductnot, and cause each of the Restricted Subsidiaries to conduct, all transactions with will not permit any of its Affiliates Subsidiaries to, enter into any transaction or group of related transactions having an expected valuation that is material to the Parent Borrower and its Subsidiaries, taken as a whole (including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees) with any Affiliate (other than the Borrower other Borrowers or any Subsidiary) unless such transaction is (a) otherwise permitted under this Agreement and (b) either (x) in the Restricted Subsidiariesordinary course of business of the relevant Global Group Member or (y) on upon fair and reasonable terms that are substantially as and no less favorable to the Borrower or such Restricted Subsidiary as relevant Global Group Member than it would obtain in a comparable arm’s-arms’ length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Parent Borrower and its Subsidiaries may (i) indemnify directors of the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Parent Borrower and the Subsidiaries in connection accordance with divestitures, acquisitions, financings and other transactionscustomary practice, (bii) transactions permitted issue securities, or make other payments, awards or grants in cash, securities or otherwise pursuant to employment arrangements, stock options and stock ownership plans approved by Section 10.6the Board of Directors of the Parent Borrower, (ciii) the payment make loans or advances to employees of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Parent Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Subsidiaries, (eiv) loanspay fees and indemnities to directors, advances officers and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless employees of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Parent Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (gv) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries enter into transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.9 or any amendment thereto to the extent such amendment is not materially adverse to the Lenders, (vi) enter into employment agreements or other arrangements in the ordinary course of business, (vii) declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Global Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Global Group Member, (viii)enter into transactions with Subsidiaries for the purchase or sale of goods, products, parts and services and entered into in the ordinary course of business in a manner consistent with past practice, (ix) enter into transactions with joint ventures for the purchase or sale of equipment or services entered into in the ordinary course of business and in a manner consistent with past practice, and (x) make payments pursuant to tax sharing agreements among the Parent Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Parent Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect.

Transactions with Affiliates. The Borrower will conductshall not enter into, and cause each directly or indirectly, any transaction or material group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate of the Restricted Subsidiaries to conductBorrower, all transactions with any except (a) in the ordinary course of its Affiliates (other than the Borrower Borrower’s business and the Restricted Subsidiaries) on fair and reasonable terms that are substantially as no less favorable to the Borrower or such Restricted Subsidiary as it than would obtain be obtainable in a comparable arm’s-length transaction with a Person that is not an AffiliateAffiliate of the Borrower, provided that except where FERC, any state public utility commission or any other Governmental Authority with jurisdiction over the foregoing restrictions shall not apply to (a) the payment Borrower, any Affiliate of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and or the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionsProject requires that such transaction be on different terms, (b) transactions permitted as may otherwise be required by Section 10.6any order, rule or regulation issued or promulgated by FERC, any state public utility commission or any other Governmental Authority with jurisdiction over the Borrower, any Affiliate of the Borrower or the Project, (c) in connection with providing funds to an Affiliate (for purposes of this Section 6.01(c), a “CIAC Affiliate”) to reconfigure or otherwise perform work to that CIAC Affiliate’s equipment or assets as necessary or advisable in connection with the payment Borrower’s construction of the Transaction ExpensesProject, on fair and reasonable terms no less favorable to the Borrower than would be obtainable in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Borrower, (d) any tax indemnity agreement between the issuance of Stock Borrower and a CIAC Affiliate pursuant to which the Borrower agrees to indemnify the CIAC Affiliate for any taxes, interest or Stock Equivalents of Holdings to penalties that the management CIAC Affiliate incurs in connection with entering into a transaction with the Borrower of the Borrower type described in the foregoing clause (or any direct or indirect parent thereofc) or (e) any lease of its Subsidiaries all or a portion of the West Virginia Facility to an Affiliate of the Borrower; provided that the amount of costs recovered by the Borrower in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted West Virginia Facility under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case its FERC-approved tariff plus the amount of lease payments it receives under such payments in any fiscal year does not exceed lease equals substantially the amount that same recovery of costs the Borrower and would have received under its Restricted Subsidiaries would be required FERC-approved tariff if such lease of the West Virginia Facility had not occurred (each such transaction permitted pursuant to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries clauses (to the extent described above) to pay such taxes separately from any such parent entitya), (hb). (c), (d) the payment of customary fees and reasonable out of pocket costs toor (e), and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect“Permitted Affiliate Transaction”).

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) involving aggregate payments or consideration in excess of the greater of (x) $30 million and (y) 8.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Affiliate transaction, for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor Sponsors for management, consulting and financial services rendered to the Borrower and the Restricted Subsidiaries pursuant to the Sponsor Management Agreement and customary investment banking fees paid to the Sponsor Sponsors for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransactions which payments are approved by a majority of the board of directors of the Borrower in good faith, (b) transactions permitted by Section 10.610.3 and Section 10.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with not otherwise prohibited by the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Credit Documents, (e) loans, advances and other transactions between or among the Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances in connection therewith), (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesthat are permitted under Section 10.5(b)(15); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be have been required to pay in respect of such foreign, U.S. federal, state and and/or local taxes for such fiscal year were had the Borrower Borrower, the Restricted Subsidiaries and its Restricted the Unrestricted Subsidiaries (to the extent described above) to pay paid such taxes separately from any such direct or indirect parent entitycompany of the Borrower, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers or employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions undertaken pursuant to permitted agreements membership in existence a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Closing Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Original Closing Date as determined by the Borrower in good faith), (k) customary payments by the Borrower (or any direct or indirect parent) and set forth on Schedule 9.9 any Restricted Subsidiaries to the Original Credit Agreement Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), (l) the existence and performance of agreements and transactions with any amendment thereto Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an amendment is not adverse, taken Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a wholeRestricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the Lenders extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, (n) any material respectcustomary transactions with a Receivables Subsidiary effected as part of a Receivables Facility and (o) undertaking or consummating any IPO Reorganization Transactions.

Transactions with Affiliates. The Borrower will conductshall not, and cause each nor shall the Borrower permit any of the Restricted Subsidiaries to conductto, all transactions directly or indirectly, enter into any transaction of any kind with any Affiliate of its Affiliates (the Borrower, whether or not in the ordinary course of business, involving aggregate payments or consideration in excess of $25,000,000, other than (a) loans and other transactions among the Borrower and its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such loan or other transaction to the Restricted Subsidiariesextent permitted under this Article 7, (b) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the Transactions and the payment of Transaction Expenses as part of or in connection with the Transaction ExpensesTransactions, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9[reserved], (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent Restricted Payments permitted under Section 107.06 and Investments permitted under Section 7.02, (f) employment and severance arrangements between the Borrower and the its Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management in the ordinary course of business and transactions pursuant to equity-based plans and employee benefit plans or agreements, stock option plans and other compensatory arrangements) arrangements in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent thereofof the Borrower) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the its Restricted Subsidiaries, and (ih) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (i) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by a majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good faith, (j) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries, but only to the extent permitted by Section 7.06(i)(iii), (k) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any former, present or future director, manager, officer, employee or consultant (or any Affiliate or any Immediate Family Member of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (l) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility, (m) Permitted Intercompany Activities or (n) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Borrower or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity.

Transactions with Affiliates. The Borrower will conduct, and cause each of the its Restricted Subsidiaries to conduct, will conduct all transactions with any of its their respective Affiliates (including the sale, lease, license or other than transfer of any assets to, or purchase, lease, license or other acquisition of any assets from, any Affiliates) involving aggregate payments or consideration in excess of $15,000,000 at the Borrower time of such transaction, for any individual transaction or series of related transactions, at prices and the Restricted Subsidiaries) on terms that are and conditions substantially as favorable to the Borrower or such Restricted Subsidiary as it those that would obtain prevail at such time in a comparable arm’s-length transaction transactions with a Person that is not an Affiliateunrelated third parties, provided provided, that the foregoing restrictions shall not apply to (a) transactions between or among the payment of customary fees to the Sponsor for management, consulting Loan Parties not involving any other Affiliate and financial services rendered to the Borrower and the transactions between or among Restricted Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and that are not Loan Parties not involving any other transactionsAffiliate, (b) transactions permitted by Section 10.6between or among the Borrower and a Restricted Subsidiary or among Restricted Subsidiaries and not involving any other Affiliate, (c) the payment of the Transaction Expensesany Restricted Payment permitted under Section 6.08, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of sales, issuances and transfers by the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with Equity Interests (other than Disqualified Equity Interests), and receipt by the Transactions or pursuant to arrangements described in clause (f) Borrower of this Section 9.9capital contributions, (e) loanscompensation, advances expense reimbursement and indemnification of, and other transactions between or among the Borroweremployment arrangements with, any Subsidiary or any joint venture (regardless directors, officers and employees of the form of legal entity) in which the Borrower or any Restricted Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) entered in the ordinary course of business, (f) loans and advances permitted under clauses (l), (m) and (o) of Section 6.04, (g) payments by the Borrower (and any direct or indirect parent thereof) payment of Transaction Costs and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation consummation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entityTransactions, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries Restricted Subsidiary in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower or such Restricted Subsidiaries, (i) loans and Guarantees among the Borrower and the Restricted Subsidiaries to the extent permitted under Article VI, (j) employment and severance arrangements and health, disability and similar insurance or benefit plans between the Borrower and the Restricted Subsidiaries, on the one hand, and their respective directors, officers, employees, on the other hand (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former employees, officers or directors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the board of directors of the Borrower, (k) any transaction with a Person (other than an Unrestricted Subsidiary) that would constitute a transaction with an Affiliate solely because the Borrower or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; provided that no Affiliate of the Borrower or any of its Subsidiaries (other than the Borrower or a Restricted Subsidiary) shall have a beneficial interest or otherwise participate in such Person, (l) transactions between the Borrower or any of its Restricted Subsidiaries and any Person that would constitute a transaction with an Affiliate solely because such Person is a director or such Person has a director which is also a director of the Borrower or any direct or indirect parent of the Borrower; provided, however, that such director abstains from voting as a director of the Borrower or such direct or indirect parent of the Borrower, as the case may be, on any matter involving such other Person, and (im) intercompany transactions pursuant to permitted agreements undertaken in existence on good faith for the Original Closing Date purpose of improving the consolidated tax efficiency of the Borrower and the Restricted Subsidiaries and not for the purpose of circumventing any covenant set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respectherein.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of any kind with any Affiliate of the Restricted Subsidiaries to conductBorrowers, all transactions with any whether or not in the ordinary course of its Affiliates (business, other than the Borrower and the Restricted Subsidiaries(a) transactions among Loan Parties, (b) on fair and reasonable terms that are substantially as favorable to the Parent Guarantor, the relevant Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Parent Guarantor, such Borrower or such Restricted Subsidiary in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of fees and expenses in connection with the Transaction Expensesconsummation of the Transactions, (d) loans and other transactions by the issuance of Stock or Stock Equivalents of Holdings Parent Guarantor, the Borrowers and the Subsidiaries to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of extent not prohibited by this Section 9.9Agreement, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) entering into employment and severance arrangements between Parent, any Intermediate Holding Company, the Borrower Parent Guarantor, the Borrowers and the Restricted Subsidiaries and their respective officersofficers and employees, as determined in good faith by the board of directors or senior management of the relevant Person, (f) the payment of customary fees and reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to or on behalf of, directors, officers and employees or consultants (including management of the Parent, any Intermediate Holding Company, the Parent Guarantor, the Borrowers and employee benefit plans or agreements, stock option plans and other compensatory arrangements) the Restricted Subsidiaries in the ordinary course of businessbusiness or the Sponsors or to their Affiliates, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation operations of the Borrower Parent Guarantor, the Borrowers and the Restricted Subsidiaries; provided that , as determined in each case good faith by the amount board of such payments in any fiscal year does not exceed directors or senior management of the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entityrelevant Person, (hg) the payment of customary fees and reasonable out of pocket costs fees, expenses, indemnities or other payments pursuant to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to to, the permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respectrespect and (h) Restricted Payments permitted under Section 7.06.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of any kind with any Affiliate of the Restricted Subsidiaries to conductBorrower, all whether or not in the ordinary course of business, other than (a) transactions with any of its Affiliates among Loan Parties (other than the Borrower Holdings) and the their Restricted Subsidiaries, (b) on fair and reasonable terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-arm’s length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the Transaction, including the payment of, the amount of any purchase price adjustment pursuant to the Acquisition Agreement, and fees and expenses in connection with the consummation of the Transaction ExpensesTransaction, (d) so long as no Event of Default under Section 8.01(a), (f) or (g) shall have occurred and be continuing, the issuance payment of Stock or Stock Equivalents of Holdings fees (including termination payments) to the management Sponsor pursuant to the Management Agreement and related indemnities and reasonable expenses, (e) customary fees and indemnities may be paid to any directors of Holdings, the Borrower and its Restricted Subsidiaries (and, to the extent directly attributable to the operations of the Borrower (or and its Restricted Subsidiaries, to any direct or indirect parent thereofof Holdings) or any and reasonable out of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) pocket costs of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not such Persons may be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10reimbursed, (f) the Borrower and its Restricted Subsidiaries may enter into employment and severance arrangements between with officers and employees in the Borrower ordinary course of business and the Subsidiaries and their respective officers, employees or consultants (including management transactions pursuant to stock option plans and employee benefit plans or agreements, stock option plans and other compensatory arrangements) arrangements in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the its Restricted Subsidiaries may make payments pursuant to the tax sharing agreements among the Borrower and its Restricted Subsidiaries, (h) Restricted Payments permitted under Section 7.06, (i) Investments in the Borrower’s Subsidiaries and any such parent) and the Subsidiaries on customary terms Joint Ventures (to the extent attributable to the ownership any such Subsidiary that is not a Restricted Subsidiary or operation any such Joint Venture is only an Affiliate as a result of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower Investments by Holdings and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (Subsidiary or Joint Venture) to the extent described above) to pay such taxes separately from any such parent entityotherwise permitted under Section 7.02, (hj) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business payments required to be made pursuant to the extent attributable to the ownership or operation of the Borrower Acquisition Agreement, (k) so long as no Default shall have occurred and the Subsidiariesbe continuing, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Fourth Amendment Effective Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respectrespect and (l) the mortgages set forth on Schedule 7.03.

Transactions with Affiliates. The Parent Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Parent Borrower and the Restricted Subsidiaries) on terms that are substantially as favorable to the Parent Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor Sponsors for management, consulting and financial services rendered to the Parent Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor Sponsors for services rendered to the Parent Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Parent Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Parent Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Parent Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Parent Borrower but for the Parent Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Parent Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Parent Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Parent Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Parent Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Parent Borrower (or or, to the extent attributable to the ownership of the Parent Borrower by such parent, any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesbusiness, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment (together with any other amendment or supplemental agreements) is not adverse, taken as a whole, to the Lenders in any material respect.

Transactions with Affiliates. The Neither the Borrower will conductshall, and cause each nor shall the Borrower permit any of the Restricted Subsidiaries to conductto, all transactions directly or indirectly, enter into any transaction of any kind with any Affiliate of its Affiliates (the Borrower, whether or not in the ordinary course of business, other than (a) transactions among the Borrower and the its Restricted SubsidiariesSubsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the Transactions and the payment of the fees and expenses (including Transaction Expenses) as part of or in connection with the Transactions, (d) the issuance of Stock Equity Interests to any officer, director, employee or Stock Equivalents of Holdings to the management consultant of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Transactions, (e) loansif no Event of Default is occurring or would result therefrom, advances the payment of management, monitoring, consulting, transaction and advisory fees (but for avoidance of doubt, excluding termination fees) in an aggregate amount not to exceed the amount payable pursuant to the terms of the Investor Management Agreement and related indemnities and reasonable expenses, (f) Restricted Payments permitted under Section 7.06, (g) loans and other transactions between or among the Borrower, Borrower and its Subsidiaries and joint ventures (to the extent any such Subsidiary that is not a Restricted Subsidiary or any such joint venture (regardless is only an Affiliate as a result of the form of legal entity) in which Investments by the Borrower or any Subsidiary has invested (and which its Restricted Subsidiaries in such Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiaryventure) to the extent otherwise permitted under Section 10this Article VII, (fh) employment and severance arrangements between the Borrower and the its Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans or agreements, stock option plans and other compensatory arrangements) arrangements in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hi) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent thereofof the Borrower) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the its Restricted Subsidiaries, and (ij) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (k) customary payments by the Borrower and any of its Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or managers or a majority of the disinterested members of the board of directors or managers of the Borrower, in good faith, (l) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, but only to the extent permitted by Section 7.06(h)(iii), (m) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (n) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the board of directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (o) any payments required to be made pursuant to the Acquisition Agreement, (p) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to shareholders pursuant to the Shareholder Agreement and (q) any termination fees payable pursuant to the Investor Management Agreement not to exceed the amount set forth in the Investor Management Agreement as in effect on the Closing Date; provided that in the case of payments under this clause (q) in an aggregate amount in excess of $50,000,000, (A) the Borrower and its Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.11 after giving effect to such payments, and (B) the Total Leverage Ratio shall be less than or equal to 4.0 to 1.00 after giving effect to such payments.

Transactions with Affiliates. The Borrower Borrowers will conductnot, and cause each will not permit any of the their Restricted Subsidiaries to conductto, all sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with with, any of its Affiliates Affiliates, except (other than a) in the Borrower ordinary course of business at prices and the Restricted Subsidiaries) on terms that are substantially as and conditions not less favorable to the Borrower Borrowers or such Restricted Subsidiary as it would obtain in a comparable than could be obtained on an arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionsbasis from unrelated third parties, (b) transactions permitted by Section 10.6between or among the Borrowers and any Subsidiary Loan Party not involving any other Affiliates, (c) the payment of the Transaction Expensesany Restricted Payment permitted by Section 7.5, (d) the issuance Fortegra Preferred Stock and the Indebtedness under the Subordinated Debenture Purchase Agreement, (e) the South Bay Guaranty and the South Bay Investment, (f) issuances by the Borrowers and their Restricted Subsidiaries of Stock or Stock Equivalents of Holdings equity interests not prohibited under this Agreement, (g) reasonable and customary fees payable to the management any directors of the Borrower Borrowers and their Restricted Subsidiaries (or any direct or indirect parent thereofof the Borrowers) and reimbursement of reasonable out-of-pocket costs of the directors of the Borrowers and their Restricted Subsidiaries (or any of its Subsidiaries in connection with the Transactions direct or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless indirect parent of the form of legal entityBorrowers) in which the Borrower ordinary course of business (in the case of any direct or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) indirect parent to the extent permitted under Section 10attributable to the operations of the Borrowers and their Restricted Subsidiaries), (fh) employment expense reimbursement and employment, severance and compensation arrangements between entered into by the Borrower and the Subsidiaries Borrowers and their respective Restricted Subsidiaries (or any direct or indirect parent of the Borrowers to the extent attributable to the operations of the Borrowers and their Restricted Subsidiaries) with their directors, officers, employees or consultants (including management and employee benefit plans or agreementsemployees, stock option plans and other compensatory arrangements) in the ordinary course of business, (gi) payments by the Borrower (Borrowers and any direct or indirect parent thereof) and the their Restricted Subsidiaries to each other pursuant to the tax sharing agreements among the Borrower (or arrangements on reasonable and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entityterms, (hj) the payment of reasonable and customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, to directors, managers, consultants, officers, employees employees, members of management and consultants of the Borrower Borrowers and their Restricted Subsidiaries (or any direct or indirect parent thereofof the Borrowers) and the Subsidiaries in 70 the ordinary course of business (in the case of any direct or indirect parent to the extent attributable to the ownership or operation operations of the Borrower Borrowers and their Restricted Subsidiaries), to the Subsidiariesextent the same is not covered by applicable director’s and officer’s insurance or other liability insurance, and (ik) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or 7.7 and any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the interests of the Lenders in any material respect, (l) loans and other transactions among the Borrowers and their Restricted Subsidiaries to the extent permitted under Section 7.1; provided that any Indebtedness of any Loan Party owed to a Restricted Subsidiary that is not a Loan Party shall be subordinated as provided in Section 7.1(d), (m) the existence of, or the performance by the Borrowers or any of their Restricted Subsidiaries of their obligations under the terms of any stockholders agreement, principal investors agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and set forth on Schedule 7.7 and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrowers or any of their Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause (m) to the extent that the terms of any such amendment or new agreement are not adverse to the interests of the Lenders in any material respect, (o) payments or loans (or cancellation of loans) to directors, officers, employees, members of management or consultants of the Borrowers, any of their direct or indirect parent companies or any of their Restricted Subsidiaries which are approved by a majority of the board of directors of the Borrowers in good faith and that are permitted under Section 7.4, and (p) Investments permitted by Section 7.4(k).

Transactions with Affiliates. The Borrower Holdings will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower Holdings and the Restricted Subsidiaries) involving aggregate payments or consideration in excess of $2,500,000 for any individual transaction or series of related transactions on terms that are at least substantially as favorable to the Borrower Holdings or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors of Holdings or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting consulting, and financial services rendered to the Borrower Holdings and the Restricted Subsidiaries pursuant to the Sponsor Management Agreement and customary investment banking fees paid to the Sponsor for services rendered to the Borrower Holdings and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransactions which payments are approved by a majority of the board of directors of Holdings in good faith, (b) transactions permitted by Section 10.610.5, (c) consummation of the Transactions and the payment of the Transaction Expenses, (d) the issuance of Capital Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with not otherwise prohibited by the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Credit Documents, (e) loans, advances and other transactions between or among the BorrowerHoldings, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower Holdings or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower Holdings but for the Borrower’s Holdings’ or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower Holdings and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances in connection therewith), (g) payments by the Borrower Holdings (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower Holdings (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesthat are permitted under Section 10.5(b)(15); provided that in each case the amount of such payments in any fiscal year does not exceed the amount that Holdings, the Borrower and its Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be have been required to pay in respect of such foreign, federal, state and and/or local taxes for such fiscal year were had Holdings, the Borrower Restricted Subsidiaries and its Restricted the Unrestricted Subsidiaries (to the extent described above) to pay paid such taxes separately from any such direct or indirect parent entitycompany of Holdings, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower Holdings (or any direct or indirect parent thereof) BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower Holdings and the Subsidiaries, and (i) transactions undertaken pursuant to permitted agreements membership in existence a purchasing consortium, (j) transactions pursuant to any agreement or arrangement as in effect as of the Closing Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Original Closing Date as determined by the Borrower in good faith), (k) customary payments by Holdings (or any direct or indirect parent) and set forth on Schedule 9.9 any Restricted Subsidiaries to the Original Credit Agreement Sponsor made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), (l) the existence and performance of agreements and transactions with any amendment thereto Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an amendment is not adverse, taken Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a wholeRestricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the Lenders extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in respect thereof, and (n) any material respectcustomary transactions with a Receivables Subsidiary effected as part of a Receivables Facility.

Transactions with Affiliates. The Each of the Borrower and each Parent Guarantor will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Parent Guarantors, the Borrower and the or their Restricted Subsidiaries) on terms that are substantially as favorable to such Parent Guarantor, the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, ; provided that the foregoing restrictions shall not apply to (a) (i) the payment of customary annual fees to the Sponsor for management, consulting and financial services rendered to Parent, the Borrower and the Subsidiaries in an aggregate amount per fiscal year not to exceed the amount permitted to be paid pursuant to the Management Services Agreement as in effect on the Closing Date and any Management Termination Fees not to exceed the amount set forth in the Management Services Agreement as in effect on the Closing Date; (ii) customary and reasonable investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, including the Transactions; and (iii) reimbursement of reasonable out-of-pocket fees and expenses of the Sponsor incurred in connection with any such services rendered by the Sponsor, (b) customary fees and indemnities paid to members of the Board of Directors (or similar governing body) of each of each Parent Guarantor, the Borrower and the Subsidiaries, (c) transactions permitted by Section Sections 10.1, 10.3, 10.4 and 10.6, (cd) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the board of directors (or equivalent governing body) of any Borrower or Parent Guarantors, (e) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings indemnities to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including members of management of any Parent Guarantor, the Borrower and employee benefit plans or agreements, stock option plans and other compensatory arrangements) its Restricted Subsidiaries in the ordinary course of business, (gf)(A) payments any employment or severance agreements or arrangements entered into by any Parent Guarantor, the Borrower (and or any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business business, (B) any subscription agreement or similar agreement pertaining to the extent attributable repurchase of Capital Stock pursuant to put/call rights or similar rights with employees, officers, directors or members of management, and (C) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract or arrangement and transactions pursuant thereto, (g) any purchase by Parent of or contributions to, the equity capital of the Parent Guarantors, and (h) any transaction in respect of which the Borrower delivers to the ownership Administrative Agent (for delivery to the Lenders) a letter addressed to the board of directors (or operation equivalent governing body) of the Borrower and the Subsidiariesfrom an accounting, and (i) transactions pursuant to permitted agreements appraisal or investment banking firm, in existence each case of nationally recognized standing, which letter states that such transaction is on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, terms that when taken as a whole, whole are no less favorable to the Lenders Borrower or such Restricted Subsidiary, as applicable, than would be obtained in any material respecta comparable arm’s-length transaction with a person that is not an Affiliate.

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor Sponsors for management, consulting and financial services rendered to the Borrower and the Restricted Subsidiaries pursuant to the Sponsor Management Agreement and customary investment banking fees paid to the Sponsor Sponsors for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransactions which payments are approved by a majority of the board of directors of the Borrower in good faith, (b) transactions permitted by Section 10.610.5, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and Borrower, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Borrower Borrower, its Restricted Subsidiaries and its Restricted Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such direct or indirect parent entitycompany of the Borrower, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, (i) transactions undertaken pursuant to membership in a purchasing consortium and (ij) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect.

Transactions with Affiliates. The Each Borrower will conduct, and cause each of the Restricted Subsidiaries Subsidiary to conduct, all transactions with any of its Affiliates (other than the Borrower and Borrowers or the Restricted Subsidiaries) on terms that are substantially as favorable to the such Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower Borrowers and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.610.2.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings any Borrower to the management of the such Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.910.1.11, (e) loans, advances loans and other transactions between or among by the Borrower, any Subsidiary or any joint venture (regardless of Borrowers and the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) Restricted Subsidiaries to the extent permitted under Section 1010.2, (f) employment and severance arrangements between the Borrower Borrowers and the Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course Ordinary Course of businessBusiness, (g) payments by the any Borrower (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among the such Borrower (and any such parent) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the such Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Borrower (or any direct or indirect parent thereof) Borrowers and the Restricted Subsidiaries in the ordinary course Ordinary Course of business Business to the extent attributable to the ownership or operation of the Borrower Borrowers and the Restricted Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 10.1.11 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect, and (j) customary payments by any Borrower and any Restricted Subsidiary to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of such Borrower (or any direct or indirect parent thereof), in good faith.

Transactions with Affiliates. The Each Borrower will conduct, and will cause each of the its respective Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Parent Borrower and the Restricted Subsidiaries) on terms that are substantially as favorable to the such Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, ; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (bi) transactions permitted by Section 10.6, (cii) the payment of the Transaction Expenses, (diii) the issuance of Stock or Stock Equivalents of Holdings to the management of the Parent Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause subclause (fiv) of this Section 9.99.9(a), (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (fiv) employment and severance arrangements between the Parent Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (gv) payments by the Parent Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Parent Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Parent Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hvi) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Parent Borrower (or or, to the extent attributable to the ownership of the Parent Borrower by such parent, any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiariesbusiness, and (ivii) transactions pursuant to permitted agreements in existence on the Original Closing Restatement Effective Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment (together with any other amendment or supplemental agreements) is not adverse, taken as a whole, to the Lenders Parent Borrower or Restricted Subsidiaries in any material respect. Notwithstanding the foregoing, the Borrowers will not, and will not permit their respective Restricted Subsidiaries to, pay more than $1,000,000 in management fees in cash to the Sponsors or their affiliates during any period during which a Default exists.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of any kind with any Affiliate of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates Borrower (other than any transaction having a fair market value not in excess of the greater of (x) $60,000,000 and (y) 10.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period in a single transaction), whether or not in the ordinary course of business, other than: (a) transactions between or among the Borrower and the or any Restricted SubsidiariesSubsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction; (b) transactions on terms that are substantially as not less favorable to the Borrower or any Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary as it would obtain at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to ; (ac) any Reorganization and the payment of customary fees and expenses related to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, any Reorganization; (d) the issuance of Stock Equity Interests to any officer, director, manager, employee or Stock Equivalents of Holdings to the management consultant of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries or any parent entity in connection with the Transactions Transactions; (e) any transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing, any disposition or pursuant to arrangements described repurchase of Securitization Assets, Receivables Assets or related assets in clause connection with any Qualified Securitization Financing; (f) equity issuances, repurchases, redemptions, retirements or other acquisitions or retirements of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which Equity Interests by the Borrower or any Subsidiary has invested of its Restricted Subsidiaries permitted under Section 7.06; (g) loans and which Subsidiary or joint venture would not be an Affiliate of other transactions by and among the Borrower but for the Borrower’s and/or one or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) more Subsidiaries to the extent permitted under Section 10, this Article VII; (fh) employment and severance arrangements between the Borrower and the or any of its Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness and transactions pursuant to stock option plans and employee benefit plans and arrangements; (i) without duplication, (g) payments by the Borrower (and any direct or indirect parent thereof) and the its Restricted Subsidiaries pursuant to the any tax sharing agreements among the Borrower (Borrower, any parent entity and any such parent) and the its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hj) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees and consultants of the Borrower (and its Restricted Subsidiaries or any direct or indirect parent thereof) and the Subsidiaries entity in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the its Restricted Subsidiaries, and ; (ik) transactions pursuant to permitted agreements in existence on the Original a Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.07 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect.; (l) dividends and other distributions permitted under Section 7.06 and/or Investments permitted under Section 7.02 (in each case, other than by reference to this Section 7.07); (m) transactions with the Parent and/or its subsidiaries in the normal or ordinary course of business consistent with past practice; 148

Transactions with Affiliates. The Borrower will conductnot, and cause each will not permit any Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of the Restricted Subsidiaries to conductany assets, tangible or intangible, to, or participate in, or effect, any transaction with, any Affiliate unless all such transactions with any of its Affiliates (other than between the Borrower and its Subsidiaries on the Restricted Subsidiaries) one hand and any Affiliate on the other, taken in the aggregate and not individually, shall be on an arms-length basis on terms that are substantially as no less favorable to the Borrower or such Restricted Subsidiary as it would obtain in than could have been obtained from a comparable arm’s-length transaction with a Person that is third party who was not an Affiliate; provided that the foregoing provisions of this Section shall not prohibit the Borrower and each Subsidiary from (i) declaring or making any lawful distribution so long as, after giving effect thereto, no Default shall have occurred and be continuing, (ii) issuing and maintaining letters of credit, guaranties and sureties as contingent obligations on behalf of Affiliates, (iii) (A) the payment of funds on behalf of Duke Energy Carolinas, LLC (f/k/a Duke Power Company LLC) and/or Cinergy Corp. in respect of services, operations and expenditures shared with Duke Energy Carolinas, LLC and/or Cinergy Corp. and for which a corresponding account payable is created on the books of Duke Energy Carolinas, LLC and/or Cinergy Corp. for the benefit of the Borrower and (B) loans from the Borrower to Duke Energy Carolinas, LLC and/or Cinergy Corp., provided that the foregoing restrictions shall not apply aggregate amount of all such payments and loans referred to in clauses (aiii)(A) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (fB) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that $500,000,000 at any time outstanding (calculated at such time after giving effect to any repayments to the Borrower and its Restricted Subsidiaries would be required to pay in respect of federalby, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided or on behalf of, directorsDuke Energy Carolinas, managersLLC and/or Cinergy Corp.), consultantsor (iv) in addition to those activities permitted by the preceding clause (iii), officersthe payment of funds and making of capital contributions, employees loans and other transfers of money to Affiliates or to other Persons on behalf of such Affiliates, including payments made under letters of credit, guarantees and sureties issued and maintained on behalf of Affiliates, provided that the aggregate amount for all such payments and transfers referred to in this clause (iv) does not exceed $500,000,000 at any time outstanding (calculated at such time after giving effect to any repayments to the Borrower (by, or on behalf of, such Affiliates for any direct or indirect parent thereof) such payment of funds and the Subsidiaries in the ordinary course making of business to the extent attributable to the ownership or operation capital contributions, loans and other transfers of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respectmoney).

Transactions with Affiliates. The Borrower will conductConduct, and cause each of the its Restricted Subsidiaries to conduct, all transactions otherwise permitted under the Loan Documents with any of its their Affiliates (other than the Borrower and the Restricted Subsidiaries) on terms that are substantially no less favorable, in the aggregate, to Holdings or such Restricted Subsidiary than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate, as favorable to determined by the board of directors of Holdings, the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliategood faith; provided, provided that the foregoing restrictions restriction shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among Loan Parties or transactions between or among Subsidiaries of Holdings that are not Loan Parties or transactions between a Loan Party and a Subsidiary that is not a Loan Party so long as the Borrower, any Subsidiary or any joint venture (regardless terms of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) transaction are no less favorable to the extent Loan Party than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate; (b) Restricted Payments permitted to be made pursuant to Section 5.02(g), Investments permitted under Section 10, 5.02(f) and permitted intercompany Debt and asset transfers; (fc) employment reasonable and severance customary cash fees paid to and indemnification of members of the board of directors (or similar governing body) of Holdings and its Subsidiaries paid in cash; (d) cash compensation and indemnity arrangements between the Borrower payable in cash and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans for officers and other compensatory arrangements) in the ordinary course employees of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower Holdings and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (entered into or any direct maintained or indirect parent thereof) and the Subsidiaries established in the ordinary course of business and paid in cash; (e) sales of Equity Interests of Parent to Affiliates of Loan Parties or contributions to the extent attributable to equity capital of Parent by any shareholder or any of its Affiliates not otherwise prohibited by the ownership Loan Documents and the granting of registration and other customary rights in connection therewith; (f) any transaction with an Affiliate where the only consideration paid is Equity Interests of Parent; (g) [intentionally omitted]; or operation (h) the existence of, and the performance by the Parent (or the Borrower on behalf of the Borrower Parent) and the SubsidiariesBorrower of their respective obligations under any limited liability company, and limited partnership or other constitutive document or security holders agreement (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement including any registration rights agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respectpurchase agreement related thereto).

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of the Restricted Subsidiaries to conduct, all transactions any kind with any Affiliate of its Affiliates (any Borrower, whether or not in the ordinary course of business, other than (a) transactions between or among Loan Parties and/or Subsidiaries or any entity that becomes a Subsidiary as a result of such transaction in each case to the Borrower and the Restricted Subsidiariesextent that such transactions are not otherwise prohibited by this Agreement, (b) on terms that are substantially as favorable to the such Borrower or such Restricted Subsidiary as it would obtain be obtainable by such Borrower or such Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) consummation of the Transaction, including the payment of fees and expenses related to the Transaction ExpensesTransaction, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Restricted Payments permitted under Section 9.97.06, (e) loans, advances loans and other transactions between or among by the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (Borrowers and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) their respective Subsidiaries to the extent permitted under Section 10this Article VII, (f) employment employment, consulting and severance arrangements between the Borrower Borrowers and the their respective Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness and transactions pursuant to stock option plans and employee or director benefit plans and arrangements, (g) payments by the Borrower (Borrowers and any direct or indirect parent thereof) and the their respective Subsidiaries pursuant to the tax sharing agreements among the Borrower (Borrowers and any such parent) and the their respective Subsidiaries on customary terms to the extent attributable to the ownership or operation operations of the Borrower Borrowers and the their respective Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs and expenses to, and indemnities provided on behalf of, directors, managers, consultants, officers, consultants and employees of the Borrower (or any direct or indirect parent thereof) Company and the its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower Company and the its Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto or replacement thereof to the extent such an amendment or replacement is not adverse, taken as a whole, adverse to the Lenders in any material respect, (j) transactions with suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement which are fair to the Company and its Subsidiaries, in the reasonable determination of the board of directors of the Company or the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party, (k) transactions in which the Company or any of its Subsidiaries, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Subsidiary from a financial point of view or meets the requirements of Section 7.08(b) and (l) Affiliates of the Borrowers purchasing and holding 2025 Convertible Notes.

Transactions with Affiliates. The Borrower will conductDuring any Non-Investment Grade Period, and cause each enter into any transaction of any kind with any Affiliate of the Restricted Subsidiaries to conductBorrower, all transactions with any whether or not in the ordinary course of its Affiliates (business, other than (a) transactions among the Borrower and the any Restricted SubsidiariesSubsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’sarm's-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of fees and expenses related to the Transaction ExpensesTransaction, (d) the issuance of Stock or Stock Equivalents of Holdings Equity Interests to the management management, consultants, employees or independent agents of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Transaction, (e) loansthe payment of management and monitoring fees to the Investors in an aggregate amount in any fiscal year not to exceed the greater of (i) $15,000,000 and (ii) the product of (x) three percent and (y) the Consolidated EBITDA for such fiscal year, advances plus any Management Termination Fee, (f) equity issuances, repurchases, retirements or other acquisitions or retirements of, and capital contributions by Holdings in respect of, Equity Interests of the Borrower not prohibited under Section 7.06, (g) loans and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which by the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) Restricted Subsidiaries to the extent permitted under Section 10this Article VII, (fh) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers, independent agents, consultants and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (gi) payments by the Borrower (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among the Borrower Holdings (and any such parent) parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hj) the payment of customary fees and reasonable out of out-of-pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, independent agents, consultants and employees of Holdings, the Borrower (or any direct or indirect parent thereof) and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, and (ik) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases permitted under Section 7.06, (m) customary payments by the Borrower and any Restricted Subsidiaries to the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings or the Borrower, in good faith, and (n) transactions entered into during a Collateral Release Period that would otherwise be prohibited under this Section 7.08 during a Non-Investment Grade Period.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of any kind with any Affiliate of the Restricted Subsidiaries to conductBorrower, all transactions with any whether or not in the ordinary course of its Affiliates (business, other than the Borrower on fair and the Restricted Subsidiaries) on reasonable terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s-arm’s length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions restriction shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the BorrowerBorrower and any of its Wholly Owned Subsidiaries or between and among any Wholly Owned Subsidiaries, any Subsidiary (b) the transaction contemplated hereby and the payment of fees and expenses related thereto, (c) Restricted Payments permitted under Section 7.07, (d) payments or any joint venture loans (regardless or cancellations of the form loans) to employees or consultants of legal entity) in which the Borrower or any Restricted Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) arrangements with such employees or consultants that are, in each case, approved by the ordinary course of businessBorrower in good faith, (ge) payments by the Borrower (and any direct or indirect parent thereof) and the Restricted Subsidiaries to each other pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hf) the payment of reasonable and customary fees and reasonable out of pocket costs paid to, and indemnities provided on behalf of, officers, directors, managers, consultants, officers, employees or consultants of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the SubsidiariesRestricted Subsidiary, and (ig) transactions pursuant to permitted agreements agreements, instruments or arrangements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.09 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (h) the issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower to any director, manager, officer, employee or consultant of the Borrower and (i) transactions pursuant to the Omnibus Agreement.

Transactions with Affiliates. The Parent Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Parent Borrower and the Restricted Subsidiaries) on terms that are substantially as favorable to the Parent Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor Sponsors for management, consulting and financial services rendered to the Parent Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor Sponsors for services rendered to the Parent Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Hercules Holdings or Holdings to the management of the Parent Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Parent Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Parent Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Parent Borrower but for the Parent Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Parent Borrower and the Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Parent Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Parent Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Parent Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Parent Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Parent Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Parent Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Parent Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to of the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect. The Parent Borrower will not permit any Consolidated Person to engage in any transaction with any Sponsor or any Frist Shareholder (or any controlling Affiliate of any 129 Sponsor or Xxxxx Shareholder), to the extent that such Consolidated Person would be prohibited from engaging in such transaction if it was a Restricted Subsidiary for purposes of this Section 9.9.

Transactions with Affiliates. The Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Borrower and 135 the Restricted Subsidiaries) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing 2014 July Repricing Effective Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of any kind with any Affiliate of the Restricted Subsidiaries to conductBorrower whether or not in the ordinary course of business, all transactions with any of its Affiliates (other than the Borrower and the (a) transactions among Loan Parties or any Restricted SubsidiariesSubsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of fees and expenses related to the Transaction ExpensesTransaction, (d) the issuance of Stock or Stock Equivalents of Holdings Equity Interests to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Transaction, (e) loansthe payment of management and monitoring fees to the Sponsor in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the date hereof and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the date hereof and related indemnities and reasonable expenses, advances (f) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by the Borrower, (g) loans and other transactions between or among the Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which by the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) Restricted Subsidiaries to the extent permitted under Section 10this Article 7, (fh) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (gi) payments by the Borrower (and any direct or indirect parent thereof) and the Restricted Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hj) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Borrower (or any direct or indirect parent thereof) and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries, and (ik) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases, (m) customary payments by the Borrower and any Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of the Borrower in good faith and (n) transactions between or among Parent and its Subsidiaries and the Borrower and the Restricted Subsidiaries pursuant to (x) the agreements set forth in the Exhibit Index of that certain Registration Statement filed on Form S-1 by the Borrower with the SEC on June 11, 2007 and (y) that certain reimbursement agreement relating to letters of credit dated the date hereof between the Borrower and Parent, as such agreements may be amended from time to time to be not materially less favorable to the Borrower than at the Closing Date; provided that notwithstanding anything to the contrary contained in this Section 7.08, to the extent (i) the Borrower shall remain a Subsidiary of Parent and (ii) required by any Travelport Debt Financing Agreement, nothing in this Section 7.08 shall limit the ability of the Borrower and its Restricted Subsidiaries to (x) pay any indebtedness owed to Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) or any of its “Restricted Subsidiaries” (as such term is defined in any Travelport Debt Financing Agreement (so long as such definition conveys the same basic meaning as such definition in the Travelport Debt Financing Agreements as in effect on the date hereof)), (y) make loans or advances to Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) or any of its “Restricted Subsidiaries” (as such term is defined in any Travelport Debt Financing Agreement) 115 or (z) sell, lease or transfer any of its properties or assets to Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) or any of its “Restricted Subsidiaries” (as such term is defined in any Travelport Debt Financing Agreement (so long as such definition conveys the same basic meaning as such definition in the Travelport Debt Financing Agreements as in effect on the date hereof)).

Transactions with Affiliates. The Borrower will conductnot, and cause each will not permit any of the its Restricted Subsidiaries to conductto, all conduct any transactions with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) involving aggregate payments or consideration in excess of $1,000,000 for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such Affiliate transaction, unless, for any individual transaction or series of related transactions, such transaction or transactions shall be on terms that are at least substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length arm’s‑length transaction with a Person that is not an Affiliate, as determined by the Borrower or such Restricted Subsidiary in good faith; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactionstransactions permitted by Section 10.5, (b) transactions permitted by Section 10.6, (c) consummation of the Transactions and the payment of the Transaction Expenses, (dc) the issuance of Capital Stock or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with not otherwise prohibited by the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Credit Documents, (ed) loans, advances and other transactions between or among the Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under not prohibited by Section 10, (fe) employment and severance arrangements between the Borrower and the Restricted Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of businessbusiness (including loans and advances in connection therewith), (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hf) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers or employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership ownership, management or operation of the Borrower and the Subsidiaries, and (ig) transactions undertaken pursuant to membership in a purchasing consortium, (h) transactions pursuant to permitted agreements any agreement or arrangement as in existence effect as of the Closing Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole as compared to the applicable agreement as in effect on the Original Closing Date as determined by the Borrower in good faith), (i) the existence and set forth on Schedule 9.9 performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the Original Credit Agreement or any amendment thereto designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an amendment is not adverse, taken Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a wholeRestricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, and (j) Affiliate repurchases of the Loans or Commitments to the Lenders extent permitted hereunder and the holding of such Loans or Commitments and the payments and other transactions contemplated herein in any material respectrespect thereof.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties or any Restricted Subsidiaries to conduct, all transactions with any of its Affiliates Subsidiary (other than the Borrower and the any Insurance Subsidiary) or any entity that becomes a Restricted SubsidiariesSubsidiary (other than any Insurance Subsidiary) as a result of such transaction, (b) on terms that are substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as it would obtain be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of fees and expenses related to the Transaction ExpensesTransaction, (d) the issuance equity issuances, repurchases, retirements or other acquisitions or retirements of Stock or Stock Equivalents of Equity Interests by Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this permitted under Section 9.97.06, (e) loans, advances loans and other transactions between or among the Borrowerby Holdings, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) their respective Restricted Subsidiaries to the extent permitted under Section 10this Article VII, (f) employment and severance arrangements between Holdings, the Borrower and the their respective Restricted Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower Holdings (and any direct or indirect parent thereof) ), the Borrower and the their respective Restricted Subsidiaries pursuant to the tax sharing agreements among the Borrower Holdings (and any such parent) parent thereof), the Borrower and the their respective Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the their respective Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of Holdings, the Borrower (or any direct or indirect parent thereof) and the their respective Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the their respective Restricted Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Second Restatement Effective Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (j) dividends, redemptions and repurchases permitted under Section 7.06, (k) Holdings and its Subsidiaries may undertake or consummate any Reorganization Transaction, and (l) transactions pursuant to management contracts with affiliated physicians entered into in the ordinary course of business consistent with past practice.

Transactions with Affiliates. The Borrower will conductnot, and cause each will not permit any of the its Restricted Subsidiaries to conductto, all enter into any transaction or series of transactions with any Affiliate of the Borrower or any of its Affiliates (Restricted Subsidiaries other than in the Borrower ordinary course of business and the Restricted Subsidiaries) on terms that are and conditions substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain be reasonably expected to be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person that is not other than an Affiliate, ; provided that the foregoing restrictions following shall not apply to in any event be permitted: (a) the payment of customary consulting or other fees to the Sponsor for managementBorrower or TAL Group by the Borrower or any of its Subsidiaries; (b) reasonable fees and compensation paid to, consulting and financial services rendered to indemnity provided on behalf of, officers, directors, employees or consultants of the Borrower or any of its Subsidiaries; (c) transactions exclusively between or among the Borrower and any Restricted Subsidiary of the Borrower, exclusively between Restricted Subsidiaries of the Borrower, or exclusively between the Borrower or any of its Restricted Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the any of its respective joint ventures or between or among TAL Group, Borrower and the Subsidiaries any Subsidiary of TAL Group or Borrower in connection with divestituresrespect of tax sharing agreements or operations, acquisitionsgovernance, financings administration and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, corporate overhead on customary terms; (d) the issuance of Stock or Stock Equivalents of Holdings to the management any agreement as in effect as of the Borrower (Closing Date as set forth on Schedule 8 or any direct transaction contemplated thereby and any amendment thereto or indirect parent thereofany replacement agreement thereto, so long as any such amendment or replacement agreement is not more disadvantageous to Borrower or any of its Restricted Subsidiaries in any material respect than the original agreement as in effect on the Closing Date; (e) any reasonable employment, stock option, stock repurchase, employee benefit compensation, business expense reimbursement, severance, termination, or other employment-related agreements, arrangements or plans entered into in good faith by Borrower or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause ordinary course of business; (f) any issuance of this Section 9.9, (e) loans, advances and other transactions between or among Capital Stock of the Borrower, ; (g) any Subsidiary transaction consummated in connection with or any joint venture to facilitate a Permitted Securitization; (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (fh) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant Borrower’s reasonable business judgment with respect to the tax sharing agreements among the Borrower (procurement of services with officers and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation employees of the Borrower and the its Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hi) the payment of customary fees and reasonable out a dividend or distribution on or in respect of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees shares of the Borrower Capital Stock or the purchase, redemption or other acquisition or retirement for value of any Capital Stock; (or any direct or indirect parent thereofj) intercompany loans and the Subsidiaries in the ordinary course of business other transactions to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respectotherwise prohibited by this Article IX.

Transactions with Affiliates. The Borrower will conduct, and cause each Enter into any transaction of any kind with any Affiliate of the Restricted Subsidiaries to conductBorrower, all transactions with any whether or not in the ordinary course of its Affiliates (business, other than the Borrower and the (a) transactions among Loan Parties or any Restricted SubsidiariesSubsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms that are substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as it would obtain be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’sarm's-length transaction with a Person that is not other than an Affiliate, provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of fees and expenses related to the Transaction ExpensesTransaction, (d) the issuance of Stock or Stock Equivalents of Holdings Equity Interests to the management of Holdings, the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Transaction, (e) loansthe payment of reasonable (i) expenses of the Sponsors in connection with any management, advances consulting, monitoring and advisory activities of the Sponsors and (ii) customary indemnities related to such expenses described in immediately preceding clause (i), (f) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Holdings or the Borrower permitted under Section 7.06, (g) loans and other transactions between or among the Borrowerby Holdings, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) Restricted Subsidiaries to the extent permitted under Section 10this Article 7, (fh) employment and severance arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective directors, officers, employees or and consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (gi) payments by the Borrower Holdings (and any direct or indirect parent thereof) ), the Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements among the Borrower Holdings (and any such parent) parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent 144 NEWYORK 7904486 (2K) attributable to the ownership or operation operations of the Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hj) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of Holdings, the Borrower (or any direct or indirect parent thereof) and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, and (ik) transactions pursuant to permitted agreements agreements, instruments or arrangements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement 7.08 or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, adverse to the Lenders in any material respect, (l) transactions permitted under Section 7.06, and (m) customary payments by Holdings, the Borrower and any Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings or the Borrower, in good faith.

Transactions with Affiliates. The Borrower will conductshall not, and shall not cause each or permit any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into any transaction (or series of related transactions) with or for the benefit of any of their respective Affiliates or any officer, director or employee of the Borrower or any Restricted Subsidiaries to conductSubsidiary (each an "AFFILIATE TRANSACTION"), all transactions with any of its Affiliates unless (other than the Borrower and the Restricted Subsidiariesi) such Affiliate Transaction is on terms that which are substantially as no less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as it the case may be, than would obtain be available in a comparable arm’s-length transaction with an unaffiliated third party and (ii) (A) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or the transfer of other consideration between the Borrower and an Affiliate of the Borrower having a Person Fair Market Value in excess of $25,000,000, such Affiliate Transaction is in writing and the Borrower delivers an Officer's Certificate to each holder of Senior Subordinated Notes certifying that is not an Affiliate, provided that such Affiliate Transaction (or series of Affiliate Transactions) complies with the foregoing provisions, (B) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or the transfer of other consideration between the Borrower and an Affiliate of the Borrower having a Fair Market Value in excess of $25,000,000, such Affiliate Transaction is in writing and a majority of the disinterested members of the Board of Directors of the Borrower shall have approved such Affiliate Transaction and determined that such Affiliate Transaction complies with the foregoing provisions. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (ai) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to transactions with or among the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses, (d) the issuance of Stock any Wholly Owned Restricted Subsidiary or Stock Equivalents of Holdings to the management of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the BorrowerWholly Owned Restricted Subsidiaries; (ii) reasonable fees and compensation paid to and indemnity provided on behalf of, any Subsidiary officers, directors, employees, consultants or any joint venture (regardless agents of the form of legal entity) in which the Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for as determined in good faith by the Borrower’s or a Subsidiary’s ownership 's Board of Stock or Stock Equivalents in such joint venture or SubsidiaryDirectors; (iii) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries transactions undertaken pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership contractual obligations or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of the Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (i) transactions pursuant to permitted agreements rights in existence on the Original Closing Effective Date and set forth (as in effect on Schedule 9.9 to the Original Credit Agreement Effective Date), including without limitation redemption features in any outstanding securities or the issuance of, or the payment of the principal, interest or any amendment thereto to other amounts due on, the extent such an amendment is not adverse, taken as a whole, to the Lenders Junior Subordinated Convertible Notes; (iv) any Restricted Payments made in any material respect.compliance with SECTION 6.01(e);

Transactions with Affiliates. The Borrower will conduct, and will cause each of the its Restricted Subsidiaries to conduct, all transactions each transaction with any of its Affiliates (other than the Borrower and the Restricted Subsidiaries) involving aggregate payments or consideration payable by the Borrower or any Restricted Subsidiary in excess of $5,000,000 on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, ; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor for management, consulting and financial services rendered to the Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor for services rendered to the Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (bi) transactions permitted by Section 10.6, (cii) the Transactions and the payment of the Transaction Expenses, (diii) the issuance of Stock or Stock Equivalents of Holdings to the management any director, officer, employee or consultant of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9Subsidiaries, (eiv) payments or loans (or cancellation of loans, advances and other transactions between ) to employees or among consultants of the Borrower, any Subsidiary of its direct or indirect parent companies or any joint venture (regardless of the form of legal entity) in which the Borrower or any Subsidiary has invested (its Restricted Subsidiaries and which Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Borrower and the Subsidiaries and their respective officers, employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (gv) payments by the Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (hvi) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, current and former directors, managers, consultants, officers, officers and employees of the Borrower (or or, to the extent attributable to the ownership of the Borrower by such parent, any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Subsidiaries, and (ivii) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment (together with any other amendment or supplemental agreements) is not adverse, taken as a whole, to the Lenders Borrower or Restricted Subsidiaries in any material respectrespect in the reasonable determination of the Borrower and (viii) transactions pursuant to the terms of any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) in existence on the Closing Date and any similar agreements entered into thereafter; provided, however, that any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause (viii) to the extent that the terms of any such amendment or new agreement are not otherwise materially disadvantageous to the Lenders when taken as a whole in the reasonable determination of the Borrower. Notwithstanding the foregoing, the Borrower will not, and will not permit their respective Restricted Subsidiaries to, pay more than $1,000,000 in management fees in cash to the Sponsors or their affiliates during any period during which a Default exists.

Transactions with Affiliates. The Parent Borrower will conduct, and cause each of the Restricted Subsidiaries to conduct, all transactions with any of its Affiliates (other than the Parent Borrower and the Restricted Subsidiaries) on terms that are substantially as favorable to the Parent Borrower or such Restricted Subsidiary as it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, ; provided that the foregoing restrictions shall not apply to (a) the payment of customary fees to the Sponsor Sponsors for management, consulting and financial services rendered to the Parent Borrower and the Subsidiaries and customary investment banking fees paid to the Sponsor Sponsors for services rendered to the Parent Borrower and the Subsidiaries in connection with divestitures, acquisitions, financings and other transactions, (b) transactions permitted by Section 10.6, (c) the payment of the Transaction Expenses[Reserved], (d) the issuance of Stock or Stock Equivalents of Hercules Holdings or Holdings to the management of the Parent Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries in connection with the Transactions or pursuant to arrangements described in clause (f) of this Section 9.9, (e) loans, advances and other transactions between or among the Parent Borrower, any Subsidiary or any joint venture (regardless of the form of legal entity) in which the Parent Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of the Parent Borrower but for the Parent Borrower’s or a Subsidiary’s ownership of Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Section 10, (f) employment and severance arrangements between the Parent Borrower and the Subsidiaries and their respective officers, officers and employees or consultants (including management and employee benefit plans or agreements, stock option plans and other compensatory arrangements) in the ordinary course of business, (g) payments by the Parent Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to the tax sharing agreements among the Parent Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Parent Borrower and the Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Parent Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Parent Borrower and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, officers and employees of the Parent Borrower (or any direct or indirect parent thereof) and the Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Parent Borrower and the Subsidiaries, Subsidiaries and (i) transactions pursuant to permitted agreements in existence on the Original Closing Date and set forth on Schedule 9.9 to the Original Credit Agreement or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect. The Parent Borrower will not permit any Consolidated Person to engage in any transaction with any Sponsor or any Frist Shareholder (or any controlling Affiliate of any Sponsor or Xxxxx Shareholder), to the extent that such Consolidated Person would be prohibited from engaging in such transaction if it was a Restricted Subsidiary for purposes of this Section 9.9.