Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, including any payment by the Borrower or any of its Wholly Owned Subsidiaries of any management, consulting or similar fees to any such Affiliate, whether pursuant to a management agreement or otherwise, other than on terms substantially as favorable or more favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, other than transactions # between or among the Loan Parties, # between or among Subsidiaries that are not Loan Parties, # between or among the Borrower and its Subsidiaries, provided that such transactions are intercompany transactions entered into in the ordinary course of business as part of tax, accounting, pension, cash management and other administrative activities, # otherwise permitted by this Agreement and # pursuant to arrangements existing on the Closing Date and set forth on [Schedule 6.08].

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, including any payment by the Borrower or any of its Wholly Owned Subsidiaries of any management, consulting or similar fees to any such Affiliate, whether pursuant to a management agreement or otherwise, other than on fair and reasonable terms substantially as favorable or more favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’arm’s length transaction with a Person other than an Affiliate, other than transactions # between or among the Loan Parties, # between or among Subsidiaries that are not Loan Parties, # between or among the Borrower and its Subsidiaries, provided that such transactions are intercompany transactions entered into in the ordinary course of business as part of tax, accounting, pension, cash management and other administrative activities, # otherwise permitted by this Agreement and # pursuant to arrangements existing on the Closing Date and set forth on [Schedule 6.08].Affiliate.

Transactions withSection #6Transactions With Affiliates. EnterBorrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into any transactiontransaction, including, without limitation, the purchase, sale, or exchange of property, the rendering of any kindservice or the payment of any management, advisory or similar fees, with any Affiliate of the Borrower, whetherBorrower or notsuch Subsidiary (excluding Borrower or any other Subsidiary), except in the ordinary course of business, including any payment byand pursuant to the Borrowerreasonable requirements of Borrower’s or any of its Wholly Owned Subsidiaries of any management, consulting or similar fees to any such Affiliate, whetherSubsidiary’s business, pursuant to a management agreement or otherwise, other than ontransaction which is otherwise expressly permitted under this Agreement, and upon fair and reasonable terms substantially asno less favorable or more favorable to the Borrower or such Subsidiary asthan would be obtainable by the Borrower or such Subsidiary at the timeobtained in a comparable arm’s arm’s-length transaction with a Person other thannot an Affiliate, other than transactions # betweenAffiliate of Borrower or among the Loan Parties, # between or among Subsidiaries that are not Loan Parties, # between or among the Borrower and its Subsidiaries, provided that such transactions are intercompany transactions entered into in the ordinary course of business as part of tax, accounting, pension, cash management and other administrative activities, # otherwise permitted by this Agreement and # pursuant to arrangements existing on the Closing Date and set forth on [Schedule 6.08].Subsidiary.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, including any payment by the Borrower or any of its Wholly Owned Subsidiaries of any management, consulting or similar fees to any such Affiliate, whether pursuant to a management agreement or otherwise, other than on fair and reasonable terms substantially as favorable or more favorable to the Borrower or such SubsidiaryAffiliate as would be obtainable by the Borrower or such SubsidiaryAffiliate at the time in a comparable arm’arm’s length transaction with a Person other than an Affiliate, other than transactions # between or among the Loan Parties, # between or among Subsidiaries that are not Loan Parties, # between or among the Borrower and its Subsidiaries, provided that such transactions are intercompany transactions entered into in the ordinary course of business as part of tax, accounting, pension, cash management and other administrative activities, # otherwise permitted by this Agreement and # pursuant to arrangements existing on the Closing Date and set forth on [Schedule 6.08].Affiliate.

TransactionsSECTION #8Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, including any payment by the Borrower or any of its Wholly Owned Subsidiaries of any management, consulting or similar fees to any such Affiliate, whether pursuant to a management agreement or otherwise, other than on fair and reasonable terms substantially as favorable or more favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, other thanAffiliate; provided that the foregoing restriction shall not apply to # transactions # between or among the LoanCredit Parties, # employment and severance arrangements between or among Subsidiaries that are not Loan Parties, # between or among the Borrower or any Subsidiary and its Subsidiaries, provided that such transactions are intercompany transactions entered intotheir respective officers and employees in the ordinary course of business as part of tax, accounting, pension, cash management and other administrative activities, # otherwise permitted by this Agreement and #transactions pursuant to arrangements existing on the Closing Date and set forth on [Schedule 6.08].any management and/or employee stock plans, stock subscription agreements or shareholder agreements or any other management or employee benefit plans or agreements, # any transactions permitted under

SECTION # Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, including any payment by the Borrower or any of its Wholly Owned Subsidiaries of any management, consulting or similar fees to any such Affiliate, whether pursuant to a management agreement or otherwise, other than on fair and reasonable terms substantially as favorable or more favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’arm's length transaction with a Person other than an Affiliate, other thanAffiliate; provided that the foregoing restriction shall not apply to # transactions # between or among the LoanCredit Parties, # employment and severance arrangements between or among Subsidiaries that are not Loan Parties, # between or among the Borrower or any Subsidiary and its Subsidiaries, provided that such transactions are intercompany transactions entered intotheir respective officers and employees in the ordinary course of business as partand transactions pursuant to any management and/or employee stock plans, stock subscription agreements or shareholder agreements or any other management or employee benefit plans or agreements, # any transactions permitted under Sections 9.2, 9.3, 9.4, 9.5 and 9.6 of tax, accounting, pension, cash managementthis Agreement, # any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired in connection with a Permitted Acquisition; provided such agreement was not entered into in connection with such Permitted Acquisition and # any payment of director, officer and employee compensation and other administrative activities, # otherwise permitted by this Agreementbenefits and # pursuant to arrangements existing on the Closing Date and set forth on [Schedule 6.08].indemnification arrangements.

Transactions with Affiliates. EnterBorrower will not, and will not permit its Subsidiaries to, enter into any transaction or series of any kindrelated transactions with any Affiliate of the Borrower, whetherBorrower or notany of its Subsidiaries, other than in the ordinary course of business, including any payment by the Borrower or any of its Wholly Owned Subsidiaries of any management, consulting or similar fees to any such Affiliate, whether pursuant to a management agreement or otherwise, other thanbusiness and on terms and conditions substantially as favorable or more favorable to the Borrower or such Subsidiary as would reasonably be obtainableobtained by the Borrower or such Subsidiary at thethat time in a comparable arm’arm’s length transaction with a Person other than an Affiliate, other than transactions # between or among the Loan Parties, # between or among Subsidiaries that are not Loan Parties, # between or among the Borrower and its Subsidiaries, provided that such transactions are intercompany transactions entered into in the ordinary course of business as part of tax, accounting, pension, cash management and other administrative activities, # otherwise permitted by this Agreement and # pursuant to arrangements existing on the Closing Date and set forth on [Schedule 6.08].except that:

Section # Transactions with Affiliates. EnterBorrower shall not, and shall not permit its Subsidiaries to, directly or indirectly enter into or permit to exist any material transaction of any kind with any Affiliate of the Borrower, whether or notAffiliate, except for transactions that are in the ordinary course of such Person’s business, including any payment by the Borrower or any of its Wholly Owned Subsidiaries of any management, consulting or similar fees to any such Affiliate, whether pursuant to a management agreement or otherwise, other than onupon fair and reasonable terms substantially as favorable or morethat are no less favorable to the BorrowerBorrower, or such Subsidiary asSubsidiary, than would be obtainable by the Borrower or such Subsidiary at the timeobtained in a comparable arm’san arms’ length transaction with a Person other than an Affiliate, other than transactionsnon affiliated Person; provided that the foregoing restriction shall not apply to # any transaction between Borrower and any of its Subsidiaries or among the Loan Parties, # between or amongany Subsidiaries that areis not Loan Parties,otherwise prohibited by this Agreement, # between or amongreasonable and customary fees paid to members of the board of directors of Borrower and its Subsidiaries, provided that such transactions are intercompany transactionsand # compensation arrangements and benefit plans for officers and other employees of Borrower and its Subsidiaries entered into or maintained in the ordinary course of business as part of tax, accounting, pension, cash management and other administrative activities, # otherwise permitted by this Agreement and # pursuant to arrangements existing on the Closing Date and set forth on [Schedule 6.08].business.

Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of thea Borrower, whether or not in the ordinary course of business, including any payment by the Borrower or any of its Wholly Owned Subsidiaries of any management, consulting or similar fees to any such Affiliate, whether pursuant to a management agreement or otherwise, other than on fair and reasonable terms substantially as favorable or more favorable to the BorrowerCompany or such Subsidiary as would be obtainable by the BorrowerCompany or such Subsidiary at the time in a comparable arm’arm’s length transaction with a Person other than an Affiliate, other thanAffiliate; provided that the foregoing restriction shall not apply to # Restricted Payments made in accordance with [Section 7.06], # transactions # between or among the Loan Parties,Company and any of its wholly-owned Subsidiaries (or any Permitted Securitization Entity) or between and among any wholly-owned Subsidiaries (or any Permitted Securitization Entity) not involving any other Affiliate, # between ortransactions entirely among Subsidiaries that are not Loan Parties, # between or among the BorrowerWES and its Subsidiaries, provided that such transactions are intercompany transactions entered into in the ordinary course of business as part of tax, accounting, pension, cash management and other administrative activities,Subsidiaries or # otherwise permitted by this Agreement and # pursuant to arrangements existing on the Closing Date and set forth on [Schedule 6.08].Permitted Restructuring Transactions.

Affiliate Transactions with Affiliates. Enter into or be party to any transaction with an Affiliate, except # transactions expressly permitted by the Loan Documents; # payment of any kindreasonable compensation to officers and employees for services actually rendered, and payment of customary directors’ fees and indemnities; # transactions solely among Borrowers; # transactions with any Affiliate ofAffiliates that were consummated prior to the Borrower, whether or notClosing Date, as shown on [Schedule 10.2.17]; and # transactions with Affiliates in the ordinary courseOrdinary Course of business, includingBusiness, 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. In addition, if any payment bysuch transaction or series of related transactions involves payments in excess of $25,000,000 in the aggregate, the terms of these transactions if not previously disclosed in [Schedule 10.2.17] must be disclosed in advance to Agent. No Borrower or any of its Wholly OwnedDomestic Subsidiaries shall enter into any lending or borrowing transaction with any employees of any management, consulting or similar feessuch Person, except loans to any such Affiliate, whether pursuant to a management agreement or otherwise, other thantheir respective employees on terms substantially as favorable or more favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s an arm’s-length transaction with a Person other than an Affiliate, other than transactions # between or among the Loan Parties, # between or among Subsidiaries that are not Loan Parties, # between or among the Borrower and its Subsidiaries, provided that such transactions are intercompany transactions entered intobasis in the ordinary course of business as partconsistent with past practices for travel expenses, relocation costs and similar purposes and stock option financing up to a maximum of tax, accounting, pension, cash management and other administrative activities, # otherwise permitted by this Agreement and # pursuant to arrangements existing on$1,000,000 in the Closing Date and set forth on [Schedule 6.08].aggregate at any one time outstanding.