Affiliate Transactions. Enter into or be party to any transaction with an Affiliate, except # transactions expressly permitted by the Loan Documents; # employment, severance, and other similar compensation arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective directors, officers, and employees in the Ordinary Course of Business; # payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Borrowers and their Subsidiaries in the Ordinary Course of Business to the extent attributable to the ownership or operation of the Borrowers and their Subsidiaries; # transactions solely among Obligors and their Subsidiaries to the extent not otherwise prohibited under this Agreement; # transactions with Affiliates consummated prior to the Closing Date, as shown on [Schedule 10.2.17]; and # transactions with Affiliates in the Ordinary Course of Business, upon fair and reasonable terms and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate.

Affiliate Transactions. Enter into or be party to any transaction with an Affiliate, except # transactions expressly permitted by the Loan Documents; # payment of reasonable compensation to officers and employees for services actually rendered, and payment of customary directors’ fees and indemnities; # transactions solely among Borrowers; # transactions with Affiliates consummated prior to the Closing Date, as shown on [Schedule 10.2.17] to the Disclosure Letter; and # transactions with Affiliates in the Ordinary Course of Business, upon fair and reasonable terms no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate.

Affiliate Transactions. Enter into or be party to any transaction or agreement with an Affiliate, except # transactions expressly permitted by the Loan Documents; # payment of reasonable compensation to officers and employees for services actually rendered, and payment of customary directors’ fees and indemnities; # indemnities provided for the benefit of directors (or comparable managers) of an Obligor so long as such indemnity has been approved by the board of directors of such Obligor in accordance with Applicable Law; # transactions solely among Borrowers; # transactions with Affiliates consummated prior to the Closing Date, as shown on [Schedule 10.2.17] of the Disclosure Schedule; and # transactions with Affiliates upon fair and reasonable terms fully disclosed to Agent and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate.

Transactions with Affiliates. Enter into, renew, extend or be a party to any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Loan Parties or such Subsidiary as would be obtainable by the Loan Parties or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to # a transaction between or among the Loan Parties, # transactions described on [Schedule 7.09] hereto, # advances for commissions, travel and other similar purposes in the ordinary course of business to directors, officers and employees, # the payment of reasonable fees and out-of-pocket costs to directors, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Lead Borrower or any of its Subsidiaries, and # as long as no Change of Control results therefrom, any issuances of securities of the Lead Borrower (other than Disqualified Stock and other Equity Interests not permitted hereunder) or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans (in each case in respect of Equity Interests in the Lead Borrower) of the Lead Borrower or any of its Subsidiaries.

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of the Borrower except for # transactions that are in the ordinary course of the Borrower’s business, upon fair and reasonable terms that are no less favorable to the Borrower than would be obtained in an arm’s length transaction with a non- affiliated Person; # transactions between or among Borrowers and not involving any other Affiliate; # any Investment in the Borrower or wholly-owned Subsidiaries that is a Permitted Investment; # the payment of reasonable fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary; # compensation, expense reimbursement and indemnification of, and other employment arrangements (including severance arrangements) and health, disability and similar insurance or benefit arrangements with, directors, officers and employees of the Borrower or any Subsidiary entered into in the ordinary course of business; # any Restricted Payment permitted by Section 7.6; # sales of Equity Interests of the Borrower to Affiliates to the extent not prohibited under this Agreement; # payments or other transactions pursuant to any tax sharing agreements among Borrower and its Subsidiaries; provided that any such tax sharing agreement is on terms usual and customary for agreements of that type, and # any other transactions between or among the Borrower and its Subsidiaries entered into in the ordinary course of business and not prohibited by this Agreement or any other Loan Document.

Transactions with Affiliates. Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except for # transactions that are # in the Ordinary Course of Business and # at prices and on terms and conditions not less favorable to the Borrowers or their Subsidiaries than could be obtained on an arm’s-length basis from a Person other than an Affiliate, # transactions among Loan Parties not involving any other Affiliate, # any Disposition permitted under Section 7.1(b), any Permitted Encumbrance, any Permitted Investment, any Permitted Indebtedness, and any Permitted Dividend, # the payment of reasonable fees and expenses to directors of the Borrowing Agent or any Subsidiary who are not employees of the Borrowing Agent or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers, or employees of the Borrowers and their Subsidiaries in the Ordinary Course of Business, and # 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 Borrowing Agent’s board of directors.

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of a Loan Party, except for # transactions that are in the Ordinary Course of Business and on fair and reasonable terms that are no less favorable to such Person than would be obtained in an arm’s length transaction with a non-affiliated Person; # bona fide rounds of Subordinated Debt or equity financing by investors in Borrower Representative for capital raising purposes, # reasonable and customary director, officer and employee compensation and other customary benefits including retirement, health, stock option and other benefit plans and indemnification arrangements approved by Borrower Representative’s Board, and # distributions permitted under Section 7.7.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate (other than the Borrower or a Restricted Subsidiary) of the Borrower, whether or not in the ordinary course of business, other than # employment and compensation arrangements (including employee benefit plans and arrangements) and reimbursement expenses of (and indemnities for the benefit of) officers, directors, management and other employees, # stock option plans for officers, directors, management and other employees, # transactions solely between or among the Borrower and/or one or more Restricted Subsidiaries or any Person that becomes a Restricted Subsidiary as a result of such transaction, # any dividends or distributions on account of shares of any Equity Interests issued by Subsidiaries of the Borrower ratably to the holders thereof or other transactions permitted under Section 7.06 (other than pursuant to clause (e) of such Section), # transactions between or among the Borrower and/or one or more Restricted Subsidiaries and their Affiliates that are required under applicable Law or by any Governmental Authority, # transactions entered into on or prior to the Closing Date and described on [Schedule 7.08] and # other transactions on terms not materially less 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.

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower or any of its Subsidiaries, except for # transactions that are in the ordinary course of Borrower’s or such Subsidiary’s business, upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated Person, # Subordinated Debt or equity investments by Borrower’s investors in Borrower or its Subsidiaries # transactions that are explicitly allowed to be carried out with Borrower’s Affiliates hereunder, # employee agreements or arrangements, compensation arrangements and reimbursements of expenses of current officers, employees or directors, all to the extent in the ordinary course of business, and # retention, bonus or similar arrangements in the ordinary course of business.

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of a Loan Party, except for # transactions that are in the Ordinary Course of Business and on fair and reasonable terms that are no less favorable to such Person than would be obtained in an arm’s length transaction with a non-affiliated Person; # bona fide rounds of Subordinated Debt or equity financing by investors acceptable to Agent in its sole but reasonable discretion for capital raising purposes; and # reasonable and customary director, officer and employee compensation and other customary benefits including retirement, health, stock option and other benefit plans and indemnification arrangements approved by the Board.