Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Partnership (other than # transactions entirely between or among the Loan Parties, # transactions pursuant to the Omnibus Agreement and the Master Lease as in effect on the date of this Agreement or, if applicable, to the extent modified as permitted under this Agreement, # Investments permitted under Section 7.03, # Restricted Payments permitted under Section 7.06, # transactions involving any employee benefit plan or related trust of any Loan Party, # transactions related to obtaining or maintaining insurance policies with a Captive Insurance Company, including payment of insurance premiums, # payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the Board of Directors, officers and employees of the Borrowers and their Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of such Borrower or Restricted Subsidiary and # corporate sharing agreements with respect to general overhead and administrative matters), whether or not in the ordinary course of business (each an “Affiliate Transaction”), if such Affiliate Transaction involves aggregate consideration in excess of $2,000,000, unless:

Transactions with Affiliates. Engage in any transaction or series of transactions with Affiliates (other than the Borrower and its Restricted Subsidiaries or any person that becomes a Restricted Subsidiary as a result of such transaction), involving aggregate consideration in excess of $25,000,000 unless such transaction is # otherwise permitted (or required) under this Agreement, including, without limitation, any equity issuances by the Borrower and transactions permitted by [Sections 7.02, 7.04, 7.05 and 7.06]6]6]6], or # on terms that are substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided, that this [Section 7.09] shall not restrict # customary indemnities of officers and directors consistent with Law, payment of reasonable fees to directors and the customary issuance of directors’ shares, # [reserved], # any issuance of securities, or other payments, awards or grants in cash or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Board of Directors of the Borrower, # transactions for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business, # any transaction in respect of which the Borrower delivers to the Administrative Agent 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 in the good faith determination of the Borrower qualified to render such letter, which letter states that # such transaction is on terms that are substantially no less favorable to the Borrower or such Restricted Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate or # such transaction is fair to the Borrower or such Restricted Subsidiary, as applicable, from a financial point of view, # transactions between the Borrower or any of its Restricted Subsidiaries and any person, a director of which is also a director of the Borrower; provided, however, that # such director abstains from voting as a director of the Borrower on any matter involving such other person and # such person is not an Affiliate of the Borrower for any reason other than such director’s acting in such capacity, # intercompany transactions undertaken in good faith for the purpose of improving the consolidated Tax efficiency of the Borrower and its Restricted Subsidiaries and not for the purpose of circumventing any covenant set forth herein, and # transactions with customers, clients or suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business.