None of Holdings, the Parent Borrower or any other Restricted Subsidiary will enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, (x) with any Affiliate unless such transactions are otherwise permitted under this Agreement, are in the ordinary course of its business and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate or (y) between or among two or more Restricted Subsidiaries. Notwithstanding the foregoing, (i) [Reserved], (ii) so long as no Default exists, the payment of regular management fees and related indemnities and reasonable expenses to Sponsor in the amounts and at the times specified in the Advisory Services Agreement, as in effect on the Original Closing Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more adverse to the interests of the Lenders in any material respect than such agreement as it was in effect on the Original Closing Date shall be permitted, (iii) any transaction with an Affiliate where the only consideration paid by any Company is Qualified Capital Stock of Holdings shall be permitted, (iv) the payment of reasonable and customary fees paid to, and indemnities provided for the benefit of, officers, directors, employees or consultants of the Parent Borrower, any of its direct or indirect parent companies or any of the other Restricted Subsidiaries, shall be permitted, (v) any agreement as in effect on the Original Closing Date, or any amendment thereto (so long as any such amended agreement as determined in good faith by senior management or the Board of Directors of the Parent Borrower 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) or any transaction contemplated thereby as determined in good faith by senior management or the Board of Directors of the Parent Borrower shall be permitted, (vi) transactions among Loan Parties shall be permitted, (vii) Holdings, the Parent Borrower and the other Restricted Subsidiaries may enter into employment and severance arrangements with officers and employees in the ordinary course of business, (viii) tax distributions shall be permitted to the extent permitted under Section 9.04(b)(A) and 9.04(i) , (ix) transactions with Unrestricted Subsidiaries, customers, clients, suppliers, joint venture partners, lessors or lessees of property 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 Holdings and its Restricted Subsidiaries, in the reasonable determination of the board of directors of Holdings or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (x) the issuance of Capital Securities (other than Disqualified Capital Stock) of Holdings, (xi) payments or loans (or cancellation of loans) to employees or consultants of Holdings, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by Holdings in good faith, and (xii) Restricted Payments permitted by Sections 9.04(b) , (d) , (e) , (f) and (h) .