Common use of Limitation on Affiliate Transactions Clause in Contracts

Limitation on Affiliate Transactions. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower (an “Affiliate Transaction”) unless: (i) the terms of the Affiliate Transaction are no less favorable to the Borrower or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (ii) if such Affiliate Transaction involves an amount in excess of $5,000,000, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(a) shall not apply to: (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.04; (ii) 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 of the Borrower; (iii) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiaries; (iv) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiaries; (v) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi) the issuance or sale of any Qualified Equity Interests of the Borrower; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted Subsidiaries.

Limitation on Affiliate Transactions. (a) The Borrower shall Parent Guarantor will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Parent Guarantor (an “Affiliate Transaction”) involving an aggregate amount in excess of US$1.0 million unless: (i1) the terms of the Affiliate Transaction are no less favorable to the Borrower Parent Guarantor or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (ii2) if such Affiliate Transaction involves an aggregate amount in excess of $5,000,000US$5.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower Parent Guarantor disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution Board Resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)Parent Guarantor; and (iii3) if such Affiliate Transaction involves an aggregate amount in excess of $10,000,000 (US$10.0 million, or if no such Affiliate Transaction involves an amount disinterested directors referred to in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)clause (2) exist, the Board of Directors of the Borrower Parent Guarantor shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower Parent Guarantor and the its Restricted Subsidiaries or is not materially less favorable to the Borrower Parent Guarantor and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate.: (b) The provisions of Section 6.07(a4.12(a) shall will not apply toprohibit: (i1) transactions between or among the Parent Guarantor and/or its Restricted Subsidiaries; (2) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other and any Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.044.04; (ii3) any employment agreement, indemnification agreement, consulting, service or termination agreement or similar arrangement, or 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 plans, or other employee or compensation benefit plan, in each case approved by the Board of Directors of the BorrowerParent Guarantor; (iii) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiaries; (iv4) the payment of reasonable fees to directors or managers, as applicable, of the Borrower Parent and the its Restricted Subsidiaries who are not employees of the Borrower Parent Guarantor or its Restricted Subsidiaries and the payment of customary indemnification to directors, managers, officers and employees of the Parent Guarantor and its Restricted Subsidiaries; (v5) any transaction with a Person (other than an Unrestricted Subsidiary of the Borrower, a Restricted Subsidiary or joint venture or similar entity Issuer) which would constitute an Affiliate Transaction solely because the Borrower Parent Guarantor or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entityPerson; (vi6) the any grant, issuance or sale of any Qualified Equity Interests Interest (other than Disqualified Stock) of the BorrowerParent Guarantor; (vii7) any contributions to the common equity capital of the Parent Guarantor; and (8) transactions pursuant to, or contemplated by, any agreement in effect on the Issue Date and transactions pursuant to any amendment, modification or extension to such agreement, so long as such amendment, modification or extension, taken as a whole, is not materially more disadvantageous to the Holders of the Notes than the original agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted SubsidiariesIssue Date.

Limitation on Affiliate Transactions. (aA) The Borrower shall Issuer will not, and shall will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Issuer (an “Affiliate Transaction”) unless: (i) the terms of the Affiliate Transaction are no less favorable to the Borrower Issuer or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (ii) if such Affiliate Transaction involves an amount in excess of the greater of twenty five million dollars ($5,000,00025,000,000) and one percent (1%) of Total Assets, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower Issuer disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (i) above are satisfied and have approved the relevant such Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)Directors; and (iii) if such Affiliate Transaction involves an amount in excess of one hundred million dollars ($10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction100,000,000), the Board of Directors of the Borrower shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and Issuer or the applicable Restricted Subsidiaries Subsidiary or is not materially less favorable to the Borrower and Issuer or the applicable Restricted Subsidiaries Subsidiary than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (bB) The provisions of Section 6.07(a4.06(A) shall not apply toprohibit: (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made not prohibited pursuant to Section 6.044.03; (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment or compensation arrangements, stock options and stock ownership plans approved by the Board of Directors (for the avoidance of doubt, including, without limitation, securities of, and stock options and stock ownership plans relating to, the BorrowerParent, the Issuer or any of their respective Subsidiaries); (iii) loans or advances to employees made or consultants in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower Issuer or the its Restricted Subsidiaries; (iv) the payment of reasonable fees to directors and compensation to, or the provision of employee benefit arrangements and indemnity for the benefit of, directors, officers, employees and consultants of the Borrower Issuer and the its Restricted Subsidiaries who are not employees in the ordinary course of the Borrower or the Restricted Subsidiariesbusiness; (v) any transaction with between or among the BorrowerIssuer, a any Restricted Subsidiary Subsidiary, any Co-investment Vehicle or joint venture or similar entity (including any separate account or investment program managed, operated or sponsored by an Investment Subsidiary) which would constitute an Affiliate Transaction solely because the Borrower Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, Co-investment Vehicle, joint venture or similar entityentity (including any separate account or investment program managed, operated or sponsored by an Investment Subsidiary); (vi1) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerIssuer or the Parent; (2) the issuance, sale or transfer of Capital Stock (other than Disqualified Stock) of any Restricted Subsidiary as consideration (at the time of such issuance, sale or transfer pursuant to this clause (1) at least equal to fair market value (as determined in good faith by the Board of Directors of the Issuer)) in connection with the direct or indirect acquisition of real property; or (3) the purchase of any securities of the Issuer or the Parent by an Affiliate of the Issuer pursuant to a public offering (or pursuant to a private offering under Rule 144A under the Securities Act (or any similar transaction) on customary terms whereby such securities are purchased by one or more broker-dealers and resold to qualified institutional buyers), which purchase by such Affiliate under this clause (3) is on the same terms as other investors in such offering (other than any waiver or non-applicability of underwriters’ (or initial purchasers’) discounts or commissions); (vii) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) or warrant agreement to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (vii) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Noteholders in any material respect; (viii) any agreement as in effect on the Closing Issue Date and described or incorporated by reference in the Prospectus Supplement, or any renewals renewals, extensions or extensions amendments of any such agreement (so long as such renewals renewals, extensions or extensions amendments are not less favorable to the Borrower Issuer or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viiiix) entering into and performing under indemnification arrangements transactions with customers, clients, suppliers or agreements purchasers or sellers of goods or services in each case in the ordinary course of business for and otherwise in compliance with the benefit of former, current or future directors or officers terms of the Borrower or any applicable Indenture which are fair to the Issuer or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer 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.

Limitation on Affiliate Transactions. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Company (an “Affiliate Transaction”"AFFILIATE TRANSACTION") unless: unless (i1) the terms of the Affiliate Transaction thereof are no less favorable to the Borrower Company or such Restricted Subsidiary than those that could be obtained at the time of the such Affiliate Transaction in arm’sarm's-length dealings with a Person who is not such an Affiliate; ; (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,0002.5 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower Directors; and (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii3) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)10.0 million, the Board of Directors of the Borrower shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower Company and the its Restricted Subsidiaries or is not materially less favorable to the Borrower Company and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’sarm's-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(a4.7(a) shall not apply to: prohibit (i1) any Permitted Investment, Investment (other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.04; 4.4; (ii2) 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 of the Borrower; Directors; (iii3) loans or advances to employees made or consultants in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower Company or the its Restricted Subsidiaries; , but in any event not to exceed $3.0 million in the aggregate outstanding at any one time; (iv4) the payment of reasonable fees to directors and compensation to, or the provision of employee benefit arrangements and indemnity for the benefit of, directors, officers, employees and consultants of the Borrower Company and the its Restricted Subsidiaries who are not employees in the ordinary course of the Borrower or the Restricted Subsidiaries; business; (v5) any transaction with between or among the BorrowerCompany, a any Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; ; (vi6) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the Borrower; Company; (vii7) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) or warrant agreement to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; PROVIDED, HOWEVER, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respect; (8) the payment of fees and other expenses to be paid by the Company or any of its Subsidiaries in connection with the Merger; (9) any agreement as in effect on the Closing Issue Date and described in the Offering Circular or any renewals renewals, extensions or extensions amendments of any such 45 agreement (so long as such renewals renewals, extensions or extensions amendments are not less favorable to the Borrower Company or the Restricted Subsidiaries) and Subsidiaries)and the transactions evidenced thereby; and and (viii10) entering into and performing under indemnification arrangements transactions with customers, clients, suppliers or agreements purchasers or sellers of goods or services in each case in the ordinary course of business for and otherwise in compliance with the benefit of former, current or future directors or officers terms of the Borrower or any applicable Indenture which are fair to the Company or its Restricted 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 might reasonably have been obtained at such time from an unaffiliated party.

Limitation on Affiliate Transactions. (a) The Borrower shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, make, amend or permit to exist conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with), contract, agreement or understanding with or for the benefit of, of any Affiliate of the Borrower Issuer (an “Affiliate Transaction”) unless: (i1) the terms of the such Affiliate Transaction are no not materially less favorable to the Borrower Issuer or such Restricted Subsidiary Subsidiary, as the case may be, than those that could reasonably be expected to be obtained in a comparable transaction at the time of the Affiliate Transaction such transaction in arm’s-length dealings with a Person who is not such an Affiliate;; and (ii2) either: (a) if such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00020.0 million but not greater than $50.0 million, the terms of Issuer delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction are set forth satisfies the criteria in writing and clause (1) above; or (b) if such Affiliate Transaction involves an aggregate consideration in excess of $50.0 million, the Issuer delivers to the Trustee a Board Resolution adopted by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower (unless Issuer having no personal stake in such transaction approving the Board of Directors of the Borrower at the time terms of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, transaction and set forth in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect Officers’ Certificate certifying that such Affiliate Transaction is fair, from a financial standpoint, to satisfies the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time criteria in an arm’s-length transaction with a Person who was not an Affiliate. clause (b1) above. The provisions of Section 6.07(a) shall preceding paragraph will not apply to: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.043.3 or any Permitted Investment; (ii2) any issuance of securitiesCapital Stock (other than Disqualified Stock), or other payments, awards or grants in cash, securities Capital Stock (other than Disqualified Stock) or otherwise pursuant to, or the funding of, employment or severance agreements and other compensation arrangements, options to purchase Capital Stock (other than Disqualified Stock) of the Issuer, restricted stock options plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or insurance and stock ownership plans indemnification arrangements provided to or for the benefit of directors and employees approved by the Board of Directors of the BorrowerIssuer; (iii3) loans or advances to employees made employees, officers or directors in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower Issuer or the any of its Restricted Subsidiaries; (iv4) advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the payment ordinary course of reasonable fees to directors business of the Borrower and the Restricted Subsidiaries who are not employees Issuer or any of the Borrower or the its Restricted Subsidiaries; (v5) any transaction between the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries, and guarantees issued by the Issuer or a Restricted Subsidiary for the benefit of the Issuer or a Restricted Subsidiary, as the case may be, in accordance with Section 3.2; (6) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower Issuer or a Restricted Subsidiary owns owns, directly or indirectly, an equity interest Equity Interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi7) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerIssuer to an Affiliate, or the receipt by the Issuer of any capital contribution from its shareholders; (vii) any agreement as in effect on 8) indemnities of officers, directors and employees of the Closing Date Issuer or any renewals of its Restricted Subsidiaries permitted by bylaw or extensions of statutory provisions and any such employment agreement (so long as such renewals or extensions are not less favorable to the Borrower other employee compensation plan or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering arrangement entered into and performing under indemnification arrangements or agreements in the ordinary course of business for by the benefit of former, current or future directors or officers of the Borrower Issuer or any or of its Restricted Subsidiaries; (9) the payment of reasonable compensation and fees paid to, and indemnity provided on behalf of, officers or directors of the Issuer or any Restricted Subsidiary; (10) the performance of obligations of the Issuer or any of its Restricted Subsidiaries under the terms of any agreement to which the Issuer or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date will be permitted only to the extent that its terms are not materially more disadvantageous, taken as a whole, to the holders of the Securities than the terms of the agreements in effect on the Issue Date; (11) 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 Indenture, provided that in the reasonable determination of the Board of Directors of the Issuer or the senior management of the Issuer, such transactions are on terms not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Issuer; (12) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Issuer solely because the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in such Person; and (13) transactions between the Issuer or any Restricted Subsidiary and any Person, a director of which is also a director of the Issuer or any direct or indirect parent of the Issuer, and such director is the sole cause for such Person to be deemed an Affiliate of the Issuer or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Issuer or such direct or indirect parent, as the case may be, on any matter involving such other Person.

Limitation on Affiliate Transactions. (a) The Borrower shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, enter into or permit to exist conduct any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower (an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $1.0 million per transaction or series of related transactions unless: (i) the terms of the such Affiliate Transaction Transaction, when viewed together with any related Affiliate Transactions, are no not materially less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of the Affiliate Transaction such transaction in arm’s-arm’s length dealings with a Person who that is not an Affiliate; (ii) if in the event such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00010.0 million, the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of and such majority determines that such Affiliate Transaction has no non-employee directors of satisfies the Borrower disinterested with respect to such Affiliate Transaction, criteria in which case clause (iiii) below will apply to such Affiliate Transactionabove); and (iii) if in the event such Affiliate Transaction involves an amount aggregate consideration in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of 25.0 million, the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect Financial Advisor that such Affiliate Transaction is fair, from a financial standpointpoint of view, to the Borrower and the Restricted Subsidiaries Subsidiaries, as applicable, or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could those that might reasonably be expected to be have been obtained in a comparable transaction at the such time in on an arm’s-arm’s length transaction with basis from a Person who was that is not an Affiliate. (b) The provisions of Section 6.07(a10.06(a) shall will not apply to: (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payments permitted to be made pursuant to Section 6.0410.02 and (ii) Permitted Investments (other than Permitted Investments made pursuant to clause (2) or (21) of the definition thereof); (ii) any issuance or purchase of securities, securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, severance arrangements, options to purchase Capital Stock of the Borrower, restricted stock options and plans, stock ownership option plans, other equity incentive plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans, pension plans, equity incentive compensation plans or similar plans or agreements or arrangements approved by the Board of Directors of the Borrower; (iii) loans or advances advances, or Guarantees of third party loans or advances, to employees made Officers, employees, consultants, members of management and directors of the Borrower or any Restricted Subsidiary of the Borrower in the ordinary course of business for bona fide business purposes and consistent with past practices business, in an aggregate amount outstanding at any time not in excess of $5.0 million (without giving effect to the Borrower or the Restricted Subsidiariesforgiveness of any such loan); (iv) the payment of reasonable and customary fees to and expenses to, and indemnity provided on behalf of, directors of the Borrower and the or any Restricted Subsidiaries who are not employees Subsidiary or trustees of any stock option plan, stock purchase plan, other equity incentive plan, pension plan, deferred compensation plan, employee stock ownership plan or other similar plan of the Borrower or the any of its Restricted Subsidiaries; (v) any transaction with between or among the Borrower, a Borrower and any Restricted Subsidiary or joint venture between or similar entity which would constitute an Affiliate Transaction solely because among Restricted Subsidiaries, and any Guarantees issued by the Borrower or a Restricted Subsidiary owns an equity interest in for the benefit of the Borrower or otherwise controls such a Restricted Subsidiary; provided that, joint venture until the Pulitzer Debt Satisfaction Date and so long as the Second Lien Term Loans are outstanding and the Second Lien Loan Documents (or similar entityany agreement or instrument governing any outstanding Indebtedness Incurred to Refinance the Second Lien Term Loans) includes provisions requiring that any cash flow of the Pulitzer Entities must be applied (or, at the option of the lenders, must be applied), or that the Pulitzer Entities must use best, reasonable best or commercially reasonable efforts to use any cash flow of the Pulitzer Entities, to repay borrowings under the Second Lien Loan Documents (or any Indebtedness Incurred to Refinance the Second Lien Term Loans) before such cash flow may be applied to pay principal of or interest on the Term Loans or any other Pari Passu Lien Indebtedness (it being understood that the Second Lien Loan Documents (or any Indebtedness Incurred to Refinance the Second Lien Term Loans) will not be deemed to include provisions to the foregoing effect solely by virtue of Liens on Xxx Collateral, Pulitzer Collateral or other collateral, guarantees, maturity or structural subordination), this clause (v) shall not include transactions between any Xxx Entity, on the one hand, and any Pulitzer Entity, on the other hand; (vi) the issuance payment of reasonable and customary compensation (including fees, expenses, benefits, severance, change of control payments and equity and other incentive arrangements) to, and employee benefit arrangements, including, without limitation, split-dollar insurance policies, and indemnity or sale similar arrangements provided on behalf of, directors, officers, employees, members of any Qualified Equity Interests management, consultants and agents of the BorrowerBorrower or any Restricted Subsidiary, whether by charter, bylaw, statutory, insurance or contractual provisions or otherwise; (vii) the existence of, and the performance of obligations of the Borrower or any of its Restricted Subsidiaries under the terms of, any agreement or arrangement to which the Borrower or any of its Restricted Subsidiaries is a party as of or on the Effective Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Effective Date will be permitted to the extent that, immediately after giving effect thereto, the applicable agreement, taken as a whole, is not materially more disadvantageous to the Lenders, as determined in Good Faith by the Borrower, than the terms of such agreement in effect on the Effective Date; (viii) (a) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged with or into or consolidated with the Borrower or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition, merger or consolidation, or any amendment thereto (so long as, immediately after giving effect to any such amendment, the applicable agreement, taken as a whole, is not materially more disadvantageous to the Lenders, as determined in Good Faith by the Borrower, as compared to the applicable agreement as in effect on the Closing Date date of such acquisition or merger or consolidation) and (b) any renewals merger or extensions consolidation of the Borrower with or into an Affiliate of the Borrower solely for the purpose of reincorporating the Borrower in another jurisdiction; (ix) transactions with customers, clients, suppliers, joint venturers or partners, limited or general partnerships or the partners thereof, limited liability companies or the members thereof (including, without limitation, pursuant to the terms of any applicable joint venture agreements, partnership agreements or limited liability company agreements), or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Borrower and its Restricted Subsidiaries; provided that as determined in Good Faith by the Borrower, such agreement (so long transactions are on terms, taken as such renewals or extensions a whole, that are not materially less favorable to the Borrower or the relevant Restricted SubsidiariesSubsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with a Person that is not an Affiliate; (x) any purchases by the Borrower’s Affiliates of Indebtedness of the Borrower or any of its Restricted Subsidiaries the majority of which Indebtedness is placed with Persons who are not Affiliates of the Borrower; (xi) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower to Affiliates of the Borrower and the transactions evidenced thereby; andgranting of registration and other customary rights in connection therewith or any contribution to the Capital Stock of the Borrower or any Restricted Subsidiary; (viiixii) entering into transactions between the Borrower or any Restricted Subsidiary, on the one hand, and performing under indemnification arrangements MNI, Capital Times, CDP or agreements TNI Partners, on the other hand, in the ordinary course of business for business; (xiii) any transaction on arm’s length terms with non-Affiliates that become Affiliates as a result of such transaction; (xiv) the benefit payment of formerall fees, current or future directors or officers costs and expenses (including any payments in respect of bonuses and awards) related to the refinancings and related transactions contemplated by this Agreement; and (xv) transactions in which the Borrower or any an Restricted Subsidiary delivers to the Administrative Agent an opinion or its appraisal issued by an independent accounting, appraisal or investment banking firm of national standing stating that the terms of such transaction, taken as a whole, are not materially less favorable than those that might reasonably have been obtained by the Borrower or such Restricted SubsidiariesSubsidiary in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Borrower shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist conduct any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower (an “Affiliate Transaction”) unless: (ia) the terms of the Affiliate Transaction are no not materially less favorable to the Borrower or such the Restricted Subsidiary Subsidiary, as the case may be, than those that could be might reasonably have been obtained in a comparable transaction at the time of the Affiliate Transaction in such transaction on an arm’s-length dealings with basis from a Person who that is not an AffiliateAffiliate of the Borrower; (iib) if such in the event the Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00010,000,000, the terms of the Affiliate Transaction are set forth in writing and transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower having no personal stake in the transaction, if any (unless and such majority determines that the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of satisfies the Borrower disinterested with respect to such Affiliate Transaction, criteria in which case clause (iiia) below will apply to such Affiliate Transactionabove); and (iiic) if such in the event the Affiliate Transaction involves an amount aggregate consideration in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of 25,000,000, the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party independent investment banking, accounting or appraisal firm of nationally recognized standing to the effect that such the terms of the Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is are not materially less favorable to the Borrower and the Restricted Subsidiaries than could those that might reasonably be expected to be have been obtained in a comparable transaction at the time in of such transaction on an arm’s-length transaction with basis from a Person who was that is not an Affiliate. (b) Affiliate of the Borrower. The provisions of Section 6.07(a) shall preceding paragraph will not apply to: (ia) any Permitted Investment, Restricted Payment (other than a Permitted Restricted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.049.02; (iib) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Borrower, restricted stock options plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee plans and/or insurance and stock ownership plans indemnification arrangements provided to or for the benefit of employees and directors approved by the Board of Directors of the Borrower; (iiic) loans or advances to employees made employees, officers or directors in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the any of its Restricted Subsidiaries, but in any event not to exceed $2,500,000 in the aggregate outstanding at any one time with respect to all loans or advances made since the date of this Agreement; (ivd) the payment of reasonable fees to directors of any transaction between the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiaries; (v) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because between Restricted Subsidiaries and Guarantees issued by the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi) the issuance or sale of any Qualified Equity Interests of the Borrower; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of formerthe Borrower or a Restricted Subsidiary, current or future directors or officers as the case may be, in accordance with Section 9.01; (e) the performance of obligations of the Borrower or any or of its Restricted SubsidiariesSubsidiaries under the terms of any agreement to which the Borrower or any of its Restricted Subsidiaries is a party as of or on the date of this Agreement, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided that any future amendment, modification, supplement, extension or renewal entered into after the date of this Agreement will be so excluded only if its terms are not more disadvantageous to the Lenders than the terms of the agreements in effect on the date of this Agreement; or (f) any transaction with any Affiliate as contemplated by the Midstream Joint Venture (including the ongoing transactions contemplated thereunder).

Limitation on Affiliate Transactions. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Company (an “Affiliate Transaction”"AFFILIATE TRANSACTION") unless: (i1) the terms of the Affiliate Transaction are no less favorable to the Borrower Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’sarm's-length dealings with a Person who is not an Affiliate; (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,0005.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower Company disinterested with respect to such Affiliate Transaction shall have determined in good faith that the criteria set forth in clause (1) of this Section 6.07(a)(i) 4.11 are satisfied and shall have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)Directors; and (iii3) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)15.0 million, the Board of Directors of the Borrower shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower Company and the its Restricted Subsidiaries or is not materially less favorable to the Borrower Company and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’sarm's-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(a4.11(a) shall not apply toprohibit: (i1) any Permitted Investment, Investment (other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.044.05; (ii2) 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 of the BorrowerDirectors; (iii3) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent in accordance with the past practices of the Borrower Company or the its Restricted Subsidiaries, but in any event not to exceed $0.5 million in the aggregate outstanding at any one time; (iv4) the payment of reasonable fees to directors and compensation (including health benefits, vacation, severance, compensation and similar benefits) to, and provision of customary indemnification on behalf of, directors, employees, consultants and agents of the Borrower and Company or any Restricted Subsidiary as determined in good faith by the Restricted Subsidiaries who are not employees Board of the Borrower Directors or the Restricted SubsidiariesCompany's senior management; (v5) any transaction with (i) between or among the BorrowerCompany and/or its Restricted Subsidiaries or (ii) between or among the Company, a Restricted Subsidiary or joint venture or similar entity which any other Person that would constitute an Affiliate Transaction solely because the Borrower Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entityPerson; (vi6) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerCompany; (vii7) transactions with distributors, suppliers or other purchasers or sellers of goods or services, in each case in the ordinary course of business consistent with past practices and otherwise in compliance with the terms of this Indenture, and which are on terms at least as favorable to the Company as might reasonably have been obtained at such time from an unaffiliated third party; (8) any transaction in connection with a Qualified Receivables Transaction between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment; and (9) any agreement that was outstanding as of the Issue Date and was disclosed in the Offering Circular under the heading "Related Party Transactions" and any amendment to such agreement so long as such amendment is not more disadvantageous to the Holders than the original agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted SubsidiariesIssue Date.

Limitation on Affiliate Transactions. (a) The Borrower Parent Guarantor shall not, and shall not permit the Company or any other Restricted Subsidiary to, to enter into or permit to exist any transaction (including including, without limitation, the sale, purchase, sale, exchange or lease of assets or exchange of any property, employee compensation arrangements property or the rendering of any service) ), with, or for the benefit of, any Affiliate of the Borrower Parent Guarantor or any Restricted Subsidiary (an “Affiliate Transaction”) unless: (ia) the terms of the such Affiliate Transaction is on terms that are no less favorable favorable, taken as a whole, to the Borrower Parent Guarantor or such Restricted Subsidiary Subsidiary, as the case may be, than those that could reasonably have been expected to be obtained at the time of the Affiliate Transaction in a comparable arm’s-length dealings transaction with a Person who that is not an Affiliate; (iib) if such Affiliate Transaction involves an amount in excess of $5,000,000€10 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors members of the Borrower Board of Directors of the Parent Guarantor who are disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (a) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iiic) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)€20 million, the Board of Directors of the Borrower shall also have received a written opinion from an Independent Qualified Party Financial Advisor to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower Parent Guarantor and the its Restricted Subsidiaries or is not materially less favorable favourable to the Borrower Parent Guarantor and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (b) The provisions of . Notwithstanding the foregoing, the restrictions set forth above in this Section 6.07(a) shall 4.10 will not apply to: (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) Restricted Payment or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to by Section 6.044.07; (ii) transactions with customers, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which are in the ordinary course of business (including pursuant to joint venture agreements) and otherwise in compliance with the terms of this Facility Agreement, and which are fair to the Parent Guarantor and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Parent Guarantor or are on terms at least as favorable as could reasonably have been obtained at such time from an unaffiliated party; (iii) any issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Parent Guarantor or any Parent Company, restricted stock options and plans, long-term incentive plans, stock ownership appreciation rights plans, participation plans or similar employee benefits or consultant plans (including, valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) and/or indemnities provided on behalf of officers, employees or directors or consultants approved by the Board of Directors of the Borrower; (iii) loans or advances to employees made Directors, in each case in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiariesbusiness; (iv) Management Advances and loans (and the cancellation of loans) or advances, or guarantees of third party loans, to employees, officers or directors of the Parent Guarantor or any Parent Company or any Restricted Subsidiary approved by the Board of Directors; (v) the payment of reasonable fees to directors of the Borrower Parent Guarantor or any Parent Company and the any Restricted Subsidiaries Subsidiary who are not employees of the Borrower Parent Guarantor or the any Restricted SubsidiariesSubsidiary; (vvi) loans and advances to the Parent Guarantor’s or any Restricted Subsidiary’s officers, directors and employees for travel, entertainment, moving and other relocation expenses; (vii) agreements and arrangements existing on the date of this Facility Agreement and any amendment or modification thereto, provided that any such amendment or modification is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the date of this Facility Agreement; (viii) any payments or other transactions pursuant to a tax sharing agreement between the Parent Guarantor and any other Person or a Restricted Subsidiary and any other Person with which the Parent Guarantor or a Restricted Subsidiary files a consolidated tax return or with which the Parent Guarantor or a Restricted Subsidiary is part of a group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation provided, however, that any such tax sharing or arrangement and payment does not permit or require payments in excess of the amounts of tax that would be payable by the Parent Guarantor and its Restricted Subsidiaries on a stand-alone basis; (ix) payment of Management Fees; (x) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Parent Guarantor; (xi) the issuance of any Subordinated Shareholder Funding; (xii) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Borrower Parent Guarantor, or a Restricted Subsidiary owns an equity interest in in, can designate one or more board members of, or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi) the issuance or sale of any Qualified Equity Interests of the Borrower; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viiixiii) entering into transactions between or among the Parent Guarantor and performing under indemnification arrangements the Restricted Subsidiaries or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its among Restricted Subsidiaries.

Limitation on Affiliate Transactions. (a) The Borrower shall From and after the Closing Date, the Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist conduct any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements property or asset or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower Company (an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (i) $22.5 million and (ii) 7.5% of Consolidated EBITDA, unless: (i1) the terms of the such Affiliate Transaction are are, taken as a whole, no less favorable to the Borrower Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained by the Company or such Restricted Subsidiary than those that could be obtained in a comparable transaction at the time of such transaction or the Affiliate Transaction execution of the agreement providing for such transaction in arm’s-length dealings with a Person who that is not an Affiliate;; and (ii2) if in the event such Affiliate Transaction involves an amount aggregate consideration in excess of the greater of (i) $5,000,00045.0 million and (ii) 15.0% of Consolidated EBITDA, either (x) the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors members of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of Directors; or (y) the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction Company has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect Financial Advisor stating that such Affiliate Transaction is fair, fair to the Company or such Restricted Subsidiary from a financial standpointpoint of view or stating that the terms, to the Borrower and the Restricted Subsidiaries or is taken as a whole, are not materially less favorable to than those that might reasonably have been obtained by the Borrower and the Company or such Restricted Subsidiaries than could reasonably be expected to be obtained Subsidiary in a comparable transaction at the such time in on an arm’s-length transaction with basis from a Person who was that is not an Affiliate. (b) The provisions of Section 6.07(a4.14(a) shall will not apply to: (i1) (A) any Permitted Investment, transaction between the Company and a Restricted Subsidiary or entity that becomes a Restricted Subsidiary as a result of such transaction (other than a Permitted InvestmentReceivables Entity) or between or among Restricted Subsidiaries (other than a Receivables Entity or Receivables Entities) and (B) any Guarantees issued by the Company or a Restricted Subsidiary for the benefit of the Company or a Restricted Subsidiary, referred to in clauses (1)as the case may be, that is not prohibited by Section 4.09; (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payments permitted to be made pursuant to Section 6.044.08 and Permitted Investments; (ii3) any issuance of securities, securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or as the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Company or any Restricted Subsidiary, restricted stock options plans, long-term incentive plans, stock appreciation rights plans, participation plans, severance agreements or similar employee benefits plans and/or indemnity (including under insurance policies) and stock ownership plans reimbursements provided on behalf of future, current or former directors, officers, employees, contractors, consultants or advisors (or their respective Immediate Family Members) approved by the Board of Directors of the BorrowerDirectors; (iii4) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, directors, officers, employees, contractors, consultants or advisors (or their respective Immediate Family Members) of the Company or any Restricted Subsidiary; (5) loans or advances to employees made employees, officers or directors of the Company or any Restricted Subsidiary or Parent Entity in the ordinary course of business for bona fide business purposes and or consistent with past practices practice, in an aggregate amount not to exceed the greater of (x) $15.0 million and (y) 5.0% of Consolidated EBITDA at any one time outstanding (without giving effect to the Borrower or the Restricted Subsidiariesforgiveness of any such loan); (iv6) the payment of reasonable fees any transaction pursuant to directors any agreement as in effect as of the Borrower and Closing Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Restricted Subsidiaries who are not employees Holders in any material respect in the good faith judgment of the Borrower or Board of Directors, when taken as a whole, than the Restricted Subsidiariesterms of the agreements in effect on the Closing Date; (v7) any transaction agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Company or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, and any amendment thereto, so long as any such amendment is not disadvantageous to the Holders in the good faith judgment of the Board of Directors, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition or merger; (8) transactions with customers, clients, suppliers, purchasers or sellers of goods or services, joint venture partners, contractors or distributors in each case in the ordinary course of the business or consistent with past practice of the Company and its Restricted Subsidiaries and otherwise in compliance with the Borrowerterms of this Indenture; provided that in the reasonable determination of the Board of Directors or Senior Management, such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained at the time of such transactions in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; (9) sales or other transfers or dispositions of accounts receivable and other related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Entity in a Receivables Financing Transaction, and acquisitions of Permitted Investments in connection with a Receivables Financing Transaction; (10) any issuance, sale or transfer of Capital Stock (other than Disqualified Stock) of the Company, any Parent Entity or any of its Restricted Subsidiaries or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the Company or any Restricted Subsidiary; (11) transactions with a Person that is an Affiliate of the Company or a Restricted Subsidiary arising solely because the Company or joint venture any Restricted Subsidiary owns any Capital Stock in, or similar entity which controls, such Person; (12) transactions between the Company or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Borrower Company or any Parent Entity; provided, however, that such director abstains from voting as a Restricted Subsidiary owns an equity interest in director of the Company or otherwise controls such Restricted SubsidiaryParent Entity, joint venture or similar entityas the case may be, on any matter including such other Person; (vi13) the issuance existence of, or sale the performance by the Company or any Restricted Subsidiary of its obligations under the terms of, any equityholders, investor rights or similar agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Closing Date and any similar agreement that it (or any Parent Entity) may enter into thereafter; provided that the existence of, or the performance by the Company or any Restricted Subsidiary (or any Parent Entity) of its obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date will only be permitted under this clause to the extent that the terms of any Qualified Equity Interests such amendment or new agreement are not otherwise, when taken as a whole, more disadvantageous to the Holders in any material respect in the reasonable determination of the Borrower; (vii) any agreement as Board of Directors or Senior Management than those in effect on the Closing Date Date; (14) (i) investments by Affiliates in securities or loans of the Company or any renewals or extensions of any its Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such agreement (Affiliates in connection therewith) so long as the investment is being offered by the Company or such renewals Restricted Subsidiary generally to other non-affiliated third party investors on the same or extensions are not less more favorable terms and (ii) payments to Affiliates in respect of securities or loans of the Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (15) payments by any Parent Entity, the Company or its Subsidiaries pursuant to any tax sharing agreements among any such Parent Entity, the Company and/or its Subsidiaries on customary terms to the Borrower extent attributable to the ownership or operation of the Restricted Company and its Subsidiaries) and the transactions evidenced thereby; and; (viii16) entering any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary not prohibited by Section 4.16, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (17) (i) any lease entered into between the Company or any Restricted Subsidiary, as lessee, and performing under indemnification arrangements any Affiliate of the Company, as lessor and (ii) any operational services or other arrangement entered into between the Company or any Restricted Subsidiary and any Affiliate of the Company, in each case, which is approved by the reasonable determination of the Board of Directors or Senior Management; (18) intellectual property licenses and research and development agreements in the ordinary course of business or consistent with past practice; (19) payments to or from, and transactions with, any Subsidiary or any joint venture in the ordinary course of business or consistent with past practice (including any cash management arrangements or activities related thereto); (20) the payment of fees, costs and expenses related to registration rights and indemnities provided to equityholders pursuant to equityholders, investor rights, registration rights or similar agreements; (21) any transaction in connection with a Permitted Reorganization; (22) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Company in an Officer’s Certificate) for the benefit purposes of former, current or future directors or officers improving the consolidated tax efficiency of the Borrower Company and its Subsidiaries or Parent Entities and not for the purpose of circumventing any covenant set forth in this Indenture; (23) the Transactions and the payment of all fees, costs and expenses (including all legal, accounting and other professional fees, costs and expenses) related to the Transactions; and (24) transactions in which the Company or any Restricted Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or its such Restricted SubsidiariesSubsidiary from a financial point of view or stating that the terms, taken as a whole, are not materially less favorable than those that might reasonably have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Borrower shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, make, amend or permit to exist conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with), contract, agreement or understanding with or for the benefit of, of any Affiliate of the Borrower Company (an “Affiliate Transaction”) unless: (i1) the terms of the such Affiliate Transaction are no not materially less favorable to the Borrower Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could reasonably be expected to be obtained in a comparable transaction at the time of the Affiliate Transaction such transaction in arm’s-length dealings with a Person who is not such an Affiliate;; and (ii2) either: (a) if such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00020.0 million but not greater than $50.0 million, the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction satisfies the criteria in Section 4.12(a)(1) above, or (b) if such Affiliate Transaction involves an aggregate consideration in excess of $50.0 million, the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction satisfies the criteria in Section 4.12(a)(1) above and that the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of Company having no personal pecuniary interest in such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliatetransaction. (b) The provisions of Section 6.07(a4.12(a) shall not apply toto and does not prohibit: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.044.08 or any Permitted Investment; (ii2) any issuance of securitiesCapital Stock (other than Disqualified Stock), or other payments, awards or grants in cash, securities Capital Stock (other than Disqualified Stock) or otherwise pursuant to, or the funding of, employment or severance agreements and other compensation arrangements, options to purchase Capital Stock (other than Disqualified Stock) of the Company, restricted stock options plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or insurance and stock ownership plans indemnification arrangements provided to or for the benefit of directors and employees approved by the Board of Directors of the BorrowerCompany; (iii3) loans or advances to employees made employees, officers or directors in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower Company or any of its Restricted Subsidiaries not to exceed $5.0 million in the aggregate at any one time outstanding; (4) advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business of the Company or any of its Restricted Subsidiaries; (iv5) any transaction between the payment of reasonable fees to directors Company and a Restricted Subsidiary or between Restricted Subsidiaries, and Guarantees issued by the Company or a Restricted Subsidiary for the benefit of the Borrower and Company or a Restricted Subsidiary, as the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiariescase may be, in accordance with Section 4.07; (v6) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Borrower Company or a Restricted Subsidiary owns owns, directly or indirectly, an equity interest Equity Interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi7) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerCompany to, or the receipt by the Company of any capital contribution from its shareholders; (vii) any agreement as in effect on 8) indemnities of officers, directors and employees of the Closing Date Company or any renewals of its Restricted Subsidiaries permitted by bylaw or extensions of statutory provisions and any such employment agreement (so long as such renewals or extensions are not less favorable to the Borrower other employee compensation plan or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering arrangement entered into and performing under indemnification arrangements or agreements in the ordinary course of business for by the benefit of former, current or future directors or officers of the Borrower Company or any or of its Restricted Subsidiaries; (9) the payment of reasonable compensation and fees paid to, and indemnity provided on behalf of, officers or directors of the Company or any Restricted Subsidiary; (10) the performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any agreement to which the Company or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date will be permitted only to the extent that its terms are not materially more disadvantageous, taken as a whole, to the Holders of the Notes than the terms of the agreements in effect on the Issue Date; (11) 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 Indenture, provided that in the reasonable determination of the Board of Directors of the Company or the senior management of the Company, such transactions are on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company; (12) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in such Person; and (13) transactions between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or any direct or indirect parent company of the Company, and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Company or such direct or indirect parent company, as the case may be, on any matter involving such other Person.

Limitation on Affiliate Transactions. (a) The Borrower shall Issuer will not, and shall will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower Parent (an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million, either directly or indirectly, unless: (i1) the terms of the Affiliate Transaction are no less favorable to the Borrower Issuer or such Restricted Subsidiary Subsidiary, taken as a whole, than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate;; and (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,00025.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower Issuer disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) of this Section 6.07(a)(i) 4.12 are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an AffiliateIssuer. (b) The provisions of Section 6.07(a4.12(a) shall will not apply toprohibit: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) Investment or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to the covenant described under Section 6.044.10; (ii2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, employee benefit plans, stock options and stock ownership plans approved by in the Board ordinary course of Directors of the Borrowerbusiness or consistent with past practice; (iii3) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent in accordance with the past practices of the Borrower Issuer or the its Restricted Subsidiaries; (iv4) the payment of reasonable fees to directors to, and indemnity provided on behalf of, directors, officers, employees and consultants of the Borrower Issuer and the its Restricted Subsidiaries who are not employees of the Borrower Issuer or its Restricted Subsidiaries in the Restricted Subsidiariesordinary course of business; (v5) any transaction with the BorrowerIssuer, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower Issuer or a Restricted Subsidiary owns an equity interest Equity Interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi6) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerIssuer and the granting and performance of registration rights; (vii7) pledges of Capital Stock of Unrestricted Subsidiaries for the benefit of lenders of Unrestricted Subsidiaries; (8) any agreement as in effect on the Closing Issue Date and described in the Offering Memorandum or any renewals or extensions of any such agreement (so long as such renewals or extensions extensions, taken as a whole, are not less favorable to the Borrower Issuer or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii9) entering into any transaction for which the Issuer has received a written opinion from an Advisory Firm the effect that such transaction is fair, from a financial standpoint, to the Issuer and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted SubsidiariesSubsidiaries or is not less favorable to the Issuer and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s length transaction with a Person who was not an Affiliate.

Limitation on Affiliate Transactions. (a) The Borrower Parent shall not, and shall not permit any of its Restricted Subsidiary to, Subsidiaries to enter into or permit to exist conduct any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower Parent (an “Affiliate Transaction”) involving payments of consideration in excess of $15.0 million unless: (i) the terms of the such Affiliate Transaction Transaction, when viewed together with any related Affiliate Transactions, are no not materially less favorable to the Borrower Parent or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be have been obtained in a comparable transaction at the time of the Affiliate Transaction such transaction in arm’s-length dealings with a Person who is not an Affiliate;; and (ii) if in the event such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00035.0 million, the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower Parent (unless the Board of Directors of the Borrower at the time of and such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect majority determines that such Affiliate Transaction is fair, from a financial standpoint, to satisfies the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time criteria in an arm’s-length transaction with a Person who was not an Affiliateclause (i) above). (b) The provisions of Section 6.07(a3.8(a) shall not apply to: (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2x) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.043.4 hereof and (y) Permitted Investment in any Person that is an Affiliate of the Parent solely as a result of the ownership of Investments in such Person by the Parent or any Restricted Subsidiary; (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Parent pursuant to restricted stock options and plans, long-term incentive plans, stock ownership appreciation rights plans, participation plans or similar employee benefits plans, pension plans or similar plans or agreements or arrangements approved by the Board of Directors of the BorrowerParent or the compensation committee thereof; (iii) loans or advances to employees made employees, officers or directors of the Parent or any Subsidiary of the Parent or any direct or indirect parent of the Parent in the ordinary course of business for bona fide business purposes and consistent with past practices business, in an aggregate amount outstanding at any time not in excess of $5.0 million (without giving effect to the Borrower or the Restricted Subsidiariesforgiveness of any such loan); (iv) any transaction between or among the payment of reasonable fees to directors Parent and any Restricted Subsidiary or between or among Restricted Subsidiaries, and any Guarantees issued by the Parent or a Restricted Subsidiary for the benefit of the Borrower and the Parent or a Restricted Subsidiaries who are not employees of the Borrower or the Restricted SubsidiariesSubsidiary; (v) any transaction with the Borrowerpayment of reasonable and customary compensation (including fees, a Restricted Subsidiary or joint venture benefits, severance, change of control payments and incentive arrangements) to, and employee benefit arrangements, including, without limitation, split-dollar insurance policies, and indemnity or similar entity which would constitute an Affiliate Transaction solely because arrangements provided on behalf of, directors, officers, employees and agents of the Borrower Parent or a Restricted Subsidiary owns an equity interest in any of its Subsidiaries or otherwise controls such Restricted Subsidiaryany direct or indirect parent of the Parent, joint venture whether by charter, bylaw, statutory or similar entitycontractual provisions; (vi) the issuance existence of, and the performance of obligations of the Parent or sale any of its Restricted Subsidiaries under the terms of any Qualified Equity Interests agreement to which the Parent or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date shall be permitted to the extent that its terms, taken as a whole, are not more disadvantageous to the Holders of the BorrowerNotes in any material respect, as determined in Good Faith by the Parent, than the terms of the agreements in effect on the Issue Date; (vii) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged with or into or consolidated with the Parent or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition, merger or consolidation, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Holders, as determined in Good Faith by the Parent, when taken as a whole as compared to the applicable agreement as in effect on the Closing Date date of such acquisition or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; andmerger); (viii) entering insurance transactions, intercompany pooling and other reinsurance transactions entered into in the ordinary course of business; (ix) any purchases by the Parent’s Affiliates of Indebtedness of the Parent or any of its Restricted Subsidiaries the majority of which Indebtedness is placed with Persons who are not Affiliates and performing under payments of principal and interest on such Indebtedness; (x) arrangements for indemnification arrangements payments for directors and officers of the Parent and its Subsidiaries or agreements any direct or indirect parent of the Parent; (xi) any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Parent and the granting of registration and other customary rights in connection therewith or any contribution to the Capital Stock of the Parent or any Restricted Subsidiary; (xii) payments by the Parent or any of its Subsidiaries to any Affiliate 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 on arms’-length terms and are approved by a majority of the members of the Board of Directors of the Parent in good faith; (xiii) any transaction pursuant to which any Permitted Holder provides the Parent and/or its Subsidiaries, at cost, with services, including services to be purchased from third-party providers, such as legal and accounting, tax, consulting, financial advisory, corporate governance, insurance coverage and other services which transaction is approved by a majority of the members of the Board of Directors or a committee thereof in good faith; (xiv) transactions in which the Parent or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable taken as a whole than those that might reasonably have been obtained by the Parent or such Restricted Subsidiary in a comparable transaction at such time on an arms’ length basis from a Person that is not an Affiliate; (xv) transactions with customers, clients, suppliers, joint ventures, joint venture partners, Unrestricted Subsidiaries or purchasers or sellers of goods and services and Investments by any Insurance Subsidiary in accordance with clause (18) of the definition of “Permitted Investments”, in each case in the ordinary course of business (as determined in Good Faith by the Parent) and on terms no less favorable than that available from non-affiliates (as determined in Good Faith by the Parent) and otherwise not prohibited by this Indenture; (xvi) any transaction with an Affiliate where the only consideration paid by the Parent or any Restricted Subsidiary is Capital Stock of the Parent (other than Disqualified Stock); (xvii) the payment of all fees and expenses in connection with the offering of the Notes; (xviii) any merger, consolidation or reorganization of the Parent or any Restricted Subsidiary (otherwise permitted by this Indenture) with an Affiliate of the Parent solely for the benefit purpose of former, current or future directors or officers (a) reorganizing to facilitate an initial public offering of securities of the Borrower Parent or a direct or indirect parent of the Parent, (b) forming or collapsing a holding company structure or (c) reincorporating the Parent or any Restricted Subsidiary in a new jurisdiction; (xix) transactions between the Parent or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Parent or any direct or indirect parent of the Parent; provided that such director abstains from voting as a director of the Parent or such direct or indirect parent, as the case may be, on any matter involving such other Person; (xx) any transaction entered into by an Insurance Subsidiary for which approval has been received from the applicable Insurance Regulatory Authority; provided that any direct involvement of the Parent or any of its Restricted Subsidiaries (other than such Insurance Subsidiary) in such transaction is on terms that are not materially less favorable taken as a whole than those that might reasonably have been obtained by the Parent or such Restricted Subsidiary in a comparable transaction at such time on an arms’ length basis from a Person that is not an Affiliate, as determined in Good Faith by the Parent; (xxi) the entry by the Parent (and any direct or indirect parent company thereof) or any of its Restricted Subsidiaries into tax sharing agreements providing for payments consistent with Sections 3.4(b)(xv) and (xvii)(B) and the making of any such payments pursuant thereto; (xxii) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses pursuant to any Investment Management Agreement (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event, including an initial public equity offering) pursuant to any Investment Management Agreement; (a) investments by Permitted Holders in securities or loans of the Parent or any of the Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered by the Parent or such Restricted Subsidiary generally to other investors on the same or more favorable terms, and (b) payments to Permitted Holders in respect of securities or loans of the Parent or any of its Restricted Subsidiaries contemplated in the foregoing subclause (a) or that were acquired from Persons other than the Parent and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; and (xxiv) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses.

Limitation on Affiliate Transactions. (a) The Borrower On and after the Escrow Release Date, the Issuer shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Issuer (an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $35 million unless: (i) the terms of the Affiliate Transaction are no less favorable to the Borrower Issuer or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate;; and (ii) if such Affiliate Transaction involves an amount in excess of $5,000,00075 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors Board of Directors of the Borrower disinterested with respect to such Affiliate Transaction Issuer have determined in good faith that the criteria set forth in Section 6.07(a)(i4.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, and as set forth in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect Officers’ Certificate certifying that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction complies with a Person who was not an AffiliateSection 4.07(a)(i). (b) The provisions of Section 6.07(a4.07(a) shall not apply toprohibit: (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses transaction between or among the Issuer or any of its Restricted Subsidiaries; (1), (2ii) or (15) of any Permitted Investment definition or other any Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.044.04 (other than clause (b)(xiv) thereof); (iiiii) 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 (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the Board repurchase of Directors capital stock pursuant to put/call rights or similar rights with current or former employees, officers or directors or incentive plans and other compensation arrangements) and payments or loans (or cancellation of loans) to directors, managers, officers, employees and consultants of the BorrowerIssuer and its Restricted Subsidiaries, the proceeds of which are used solely to purchase Capital Stock (other than Disqualified Stock) of the Issuer, in each case in the ordinary course of business; (iiiiv) loans or advances and the payment of customary fees and reasonable out-of-pocket costs to directors, managers, officers, employees made and consultants of the Issuer and its Restricted Subsidiaries, in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiaries; (iv) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiarieson customary terms; (v) any transaction with employment, severance, consulting, service or termination agreement or reasonable and customary indemnification agreement entered into by the BorrowerIssuer or any of its Restricted Subsidiaries in the ordinary course of business (and payments made pursuant thereto), a and the payment of reasonable fees and expenses, and the provision of customary indemnities, to directors, managers, officers, employees or consultants of the Issuer or any of its Restricted Subsidiary Subsidiaries in their capacities as such; (vi) payments to or from, and any transactions (including, without limitation, any cash management activities related thereto) with, (x) Flash Partners Ltd., Flash Alliance Ltd., Flash Forward Ltd. or any other joint venture with Toshiba Corporation (or similar entity one of its Affiliates) or (y) other joint ventures in the ordinary course of business with any other Person (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Borrower Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entityPerson; (vivii) any other transaction with a joint venture partner in the ordinary course of business of the Issuer and its Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture; provided that, in the reasonable, good faith determination of the members of the Board of Directors or senior management of the Issuer, such transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that could have reasonably been obtained at the time of such transaction in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; (viii) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerIssuer, including any transaction under a subscription agreement, registration rights agreement, shareholders’ agreement or similar agreement entered into in connection therewith on customary terms as the Issuer reasonably determines in good faith; (viiix) transactions with customers, clients, vendors, suppliers or other purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business (including pursuant to joint venture agreements); (x) payments and transactions effected pursuant to any binding agreement or commitment or executed agreement (x) as in effect on the Closing Issue Date and on the Escrow Release Date, (y) to be in effect on the Escrow Release Date and as described in the Offering Memorandum and (z) of SanDisk Corporation and its subsidiaries as in effect on the Escrow Release Date, and any amendment, modification or any renewals or extensions replacement of any such agreement (so long as such renewals amendments, modifications or extensions replacements are not less favorable adverse, taken as a whole, to the Borrower Holders in any material respect as compared to the applicable agreement as in effect on the Issue Date and on the Escrow Release Date or as to be in effect on the Escrow Release Date and described in the Offering Memorandum or of SanDisk Corporation and its subsidiaries as in effect on the Escrow Release Date); (xi) any transaction on arm’s-length terms with any non-Affiliate that becomes an Affiliate as a result of such transactions; (xii) any transaction in which the Issuer delivers to the Trustee a written opinion from an Independent Qualified Party to the effect that such transaction is fair, from a financial standpoint, to the Issuer and its Restricted Subsidiaries; (xiii) the execution of the Transactions, the Intercompany Transactions and the related transactions evidenced therebyand the payment of all fees, expenses, bonuses and awards related to the Transactions; (xiv) any transaction in connection with a Permitted Receivables Financing; and (viiixv) entering into transactions between the Issuer or any Restricted Subsidiary and performing under indemnification arrangements or agreements in the ordinary course any Person, a director of business for the benefit of former, current or future directors or officers which is also a director of the Borrower Issuer, any Restricted Subsidiary or any direct or its indirect parent of the Issuer; provided, however, that such Person abstains from voting as a director of the Issuer, such Restricted SubsidiariesSubsidiary or such direct or indirect parent of the Issuer.

Limitation on Affiliate Transactions. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Company (an “Affiliate Transaction”) unless: (i1) the terms of the Affiliate Transaction are no not materially less favorable to the Borrower Company or such Restricted Subsidiary than those that could reasonably be expected to be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,00010.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)Directors; and (iii3) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)20.0 million, the Board of Directors of the Borrower shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower Company and the its Restricted Subsidiaries or is not materially less favorable to the Borrower Company and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(a4.07(a) shall not apply toprohibit: (i1) any Permitted Investment, Investment (other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.044.04(a); (ii2) any employment agreement or other employee compensation plan or arrangement in existence on the Issue Date or entered into thereafter in the ordinary course of business including 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 of the BorrowerDirectors; (iii3) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent in accordance with the past practices of the Borrower Company or its Restricted Subsidiaries, but in any event not to exceed $1.0 million in the aggregate outstanding at any one time; (4) advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures, in each case in the ordinary course of business of the Company or any of its Restricted Subsidiaries; (iv5) the payment of reasonable compensation and fees to directors of the Borrower Company and the its Restricted Subsidiaries who are not employees of the Borrower Company or the its Restricted Subsidiaries; (v6) any transaction with the BorrowerCompany, a Restricted Subsidiary or joint venture or similar entity (excluding an Unrestricted Subsidiary) which would not constitute an Affiliate Transaction solely because but for the Borrower Company’s or a Restricted Subsidiary owns Subsidiary’s ownership of an equity interest in or otherwise controls control of such Restricted Subsidiary, joint venture or similar entity; (vi7) indemnities of officers, directors and employees of the Company or any Restricted Subsidiary consistent with applicable charter, by-law or statutory provisions; (8) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerCompany or the receipt by the Company of a cash capital contribution from its stockholders; (vii9) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable transaction with an Unrestricted Subsidiary to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements extent such transaction is in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower Company and its Restricted Subsidiaries and of such Unrestricted Subsidiary; (10) 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 Indenture, provided that in the reasonable determination of the Board of Directors or the senior management of the Company, such transactions are on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company; (11) transactions between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or its any director or indirect parent company of the Company, and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted SubsidiariesSubsidiary; provided, however, that such director shall abstain from voting as a director of the Company or such direct or indirect parent company, as the case may be, on any matter involving such other Person; and (12) any transaction with Affiliates pursuant to arrangements in existence on the Issue Date pursuant to which those Affiliates own, or are entitled to acquire, working, overriding royalty or other similar interests in particular properties operated by the Company or any Restricted Subsidiary or in which any of the Company or one or more Restricted Subsidiaries also own an interest.

Limitation on Affiliate Transactions. (a) The Borrower Company and Parent shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Parent (an “Affiliate Transaction”"AFFILIATE TRANSACTION") unless: (i1) the terms of the Affiliate Transaction are no less favorable to the Borrower Company, Parent or such Restricted Subsidiary than those that could reasonably be expected to be obtained at the time of the Affiliate Transaction in arm’sarm's-length dealings with a Person who is not an Affiliate; (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,0005.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower Parent disinterested with respect to such Affiliate Transaction shall have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied and shall have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)Directors; and (iii3) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)10.0 million, the Board of Directors of the Borrower shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries Parent or is not materially less favorable to the Borrower and the Restricted Subsidiaries Parent than could reasonably be expected to be obtained at the time in an arm’sarm's-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(a4.08(a) shall not apply toprohibit: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.04;4.04; 63 (ii2) 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 senior management of the BorrowerParent; (iii3) loans or advances to employees made in the ordinary course of business for bona fide business purposes of Parent and consistent with past practices its Restricted Subsidiaries, but in any event not to exceed $5.0 million in the aggregate outstanding at any one time; (4) the payment of the Borrower customary directors' fees, indemnification and similar arrangements and payments thereunder, as well as agreements requiring or the permitting such payments or indemnification, by Parent or any of its Restricted Subsidiaries; (iv) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiaries; (v5) any transaction with the Borrowerbetween or among Parent, a Restricted Subsidiary or joint venture or similar entity which any other Person that would constitute an Affiliate Transaction solely because the Borrower Parent or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entityPerson; (vi6) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of Parent or any contribution to the Borrower;capital of Parent or any Restricted Subsidiary; and (vii7) any agreement as in effect on as of the Closing Issue Date that is disclosed in the Offering Circular or any renewals or extensions amendment of any such agreement (so long as any such renewals or extensions are amendment is not less favorable more disadvantageous to the Borrower or Holders than the Restricted Subsidiariesoriginal agreement as in effect on the Issue Date) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted Subsidiariestransaction contemplated thereby.

Limitation on Affiliate Transactions. (a) The Borrower BZ Holdings shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower BZ Holdings (an “Affiliate Transaction”) unless: (i1) the terms of the Affiliate Transaction are no not less favorable in any material respect to the Borrower BZ Holdings or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,00010.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower BZ Holdings disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)BZ Holdings; and (iii3) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)25.0 million, the Board of Directors of the Borrower BZ Holdings shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower BZ Holdings and the its Restricted Subsidiaries or is not materially less favorable to the Borrower BZ Holdings and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(a4.07(a) shall not apply toprohibit: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.044.04; (ii2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment or compensation arrangements, stock options and stock ownership plans approved by the Board of Directors of the BorrowerBZ Holdings; (iii) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiaries; (iv3) the payment of reasonable fees to directors of the Borrower BZ Holdings and the its Restricted Subsidiaries or Parent who are not employees of the Borrower BZ Holdings or the its Restricted SubsidiariesSubsidiaries or Parent, and payments for indemnification to directors and officers of BZ Holdings and its Restricted Subsidiaries or Parent in respect of liabilities incurred in their capacity as such; (v4) any transaction with the BorrowerBZ Holdings, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower BZ Holdings or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi5) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of BZ Holdings or any contribution to the Borrowercapital of BZ Holdings; (vii6) any agreement as in effect on the Closing Issue Date and described in Item 13 of Parent’s Annual Report on Form 10-K for the year ended December 31, 2008, in Note 5 to the notes to Consolidated Financial Statements contained therein or filed as an exhibit thereto, or any renewals or extensions of any such agreement (so long as such renewals or extensions are not not, taken as a whole, materially less favorable to the Borrower or Holders as determined by the Restricted SubsidiariesBoard of Directors of BZ Holdings in its reasonable good faith judgment) and the transactions evidenced contemplated thereby; and; (viii7) entering into and performing under indemnification arrangements transactions with customers, clients, suppliers or agreements purchasers or sellers of goods or services, in each case in the ordinary course of business for and otherwise in compliance with the benefit terms of former, current or future directors or officers this Indenture that are on terms no less favorable than those that would have been obtained in a comparable transaction with an unrelated party; and (8) any transaction on arm’s-length terms with any non-Affiliate that becomes an Affiliate as a result of the Borrower or any or its Restricted Subsidiariessuch transactions.

Limitation on Affiliate Transactions. (a) The Borrower BZ Holdings shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower BZ Holdings (an “Affiliate Transaction”) unless: (i1) the terms of the Affiliate Transaction are no not less favorable in any material respect to the Borrower BZ Holdings or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,00010.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower BZ Holdings disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)BZ Holdings; and (iii3) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)25.0 million, the Board of Directors of the Borrower BZ Holdings shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower BZ Holdings and the its Restricted Subsidiaries or is not materially less favorable to the Borrower BZ Holdings and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(a4.07(a) shall not apply toprohibit: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.044.04; (ii2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment or compensation arrangements, stock options and stock ownership plans approved by the Board of Directors of the BorrowerBZ Holdings; (iii) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiaries; (iv3) the payment of reasonable fees to directors of the Borrower BZ Holdings and the its Restricted Subsidiaries or Parent who are not employees of the Borrower BZ Holdings or the its Restricted SubsidiariesSubsidiaries or Parent, and payments for indemnification to directors and officers of BZ Holdings and its Restricted Subsidiaries or Parent in respect of liabilities incurred in their capacity as such; (v4) any transaction with the BorrowerBZ Holdings, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower BZ Holdings or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi5) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of BZ Holdings or any contribution to the Borrowercapital of BZ Holdings; (vii6) any agreement as in effect on the Closing Issue Date and described in Item 13 of Parent’s Annual Report on Form 10-K for the year ended December 31, 2008, or in Note 5 to the notes to Consolidated Financial Statements contained in Parent’s Annual Report on Form 10-K for the year ended December 31, 2009, or filed as an exhibit to Parent’s Annual Report on Form 10-K for the year ended December 31, 2009, or any renewals or extensions of any such agreement (so long as such renewals or extensions are not not, taken as a whole, materially less favorable to the Borrower or Holders as determined by the Restricted SubsidiariesBoard of Directors of BZ Holdings in its reasonable good faith judgment) and the transactions evidenced contemplated thereby; and; (viii7) entering into and performing under indemnification arrangements transactions with customers, clients, suppliers or agreements purchasers or sellers of goods or services, in each case in the ordinary course of business for and otherwise in compliance with the benefit terms of former, current or future directors or officers this Indenture that are on terms no less favorable than those that would have been obtained in a comparable transaction with an unrelated party; and (8) any transaction on arm’s-length terms with any non-Affiliate that becomes an Affiliate as a result of the Borrower or any or its Restricted Subsidiariessuch transactions.

Limitation on Affiliate Transactions. (a) The Borrower shall Parent Guarantor will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, make, amend or permit to exist conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with), contract, agreement or understanding with or for the benefit of, of any Affiliate of the Borrower Parent Guarantor (an “Affiliate Transaction”) unless: (i1) the terms of the such Affiliate Transaction are no not materially less favorable to the Borrower Parent Guarantor or such Restricted Subsidiary Subsidiary, as the case may be, than those that could reasonably be expected to be obtained in a comparable transaction at the time of the Affiliate Transaction such transaction in arm’s-length dealings with a Person who is not such an Affiliate; (ii2) if such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00020.0 million, the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower Parent Guarantor having no personal stake in such transaction, if any (unless the Board of Directors of the Borrower at the time of and such majority determines that such Affiliate Transaction has no non-employee directors of satisfies the Borrower disinterested with respect to such Affiliate Transaction, criteria in which case clause (iii1) below will apply to such Affiliate Transactionabove); and (iii3) if such Affiliate Transaction involves an amount aggregate consideration in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)50.0 million, the Board of Directors of the Borrower shall have Parent Guarantor has received a written opinion from an Independent Qualified Party to the effect independent investment banking, accounting, engineering or appraisal firm of nationally recognized standing that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Parent Guarantor or such Restricted Subsidiaries Subsidiary or is not materially less favorable to the Borrower and the Restricted Subsidiaries than those that could reasonably be expected to be obtained in a comparable transaction at the such time in on an arm’s-length transaction with basis from a Person who was that is not an Affiliate. (b) . The provisions of Section 6.07(a) shall preceding paragraph will not apply to: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.043.3 or any Permitted Investment; (ii2) any issuance of securitiesCapital Stock (other than Disqualified Stock), or other payments, awards or grants in cash, securities Capital Stock (other than Disqualified Stock) or otherwise pursuant to, or the funding of, employment or severance agreements and other compensation arrangements, options to purchase Capital Stock (other than Disqualified Stock) of the Parent Guarantor, restricted stock options plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or insurance and stock ownership plans indemnification arrangements provided to or for the benefit of directors and employees approved by the Board of Directors of the BorrowerParent Guarantor; (iii3) loans or advances to employees made employees, officers or directors in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower Parent Guarantor or the any of its Restricted Subsidiaries; (iv4) advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the payment ordinary course of reasonable fees to directors business of the Borrower and the Restricted Subsidiaries who are not employees Parent Guarantor or any of the Borrower or the its Restricted Subsidiaries; (v5) any transaction between the Parent Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries, and guarantees issued by the Parent Guarantor or a Restricted Subsidiary for the benefit of the Parent Guarantor or a Restricted Subsidiary, as the case may be, in accordance with Section 3.2; (6) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower Parent Guarantor or a Restricted Subsidiary owns owns, directly or indirectly, an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi7) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerParent Guarantor to, or the receipt by the Parent Guarantor of any capital contribution from its shareholders; (vii) any agreement as in effect on 8) indemnities of officers, directors and employees of the Closing Date Parent Guarantor or any renewals of its Restricted Subsidiaries permitted by bylaw or extensions of statutory provisions and any such employment agreement (so long as such renewals or extensions are not less favorable to the Borrower other employee compensation plan or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering arrangement entered into and performing under indemnification arrangements or agreements in the ordinary course of business for by the benefit of former, current or future directors or officers of the Borrower Parent Guarantor or any or of its Restricted Subsidiaries; (9) the payment of reasonable compensation and fees paid to, and indemnity provided on behalf of, officers or directors of the Parent Guarantor or any Restricted Subsidiary; (10) the performance of obligations of the Parent Guarantor or any of its Restricted Subsidiaries under the terms of any agreement to which the Parent Guarantor or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date will be permitted only to the extent that its terms are not materially more disadvantageous, taken as a whole, to the holders of the Securities than the terms of the agreements in effect on the Issue Date; (11) 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 Indenture, provided that in the reasonable determination of the Board of Directors of the Parent Guarantor or the senior management of the Parent Guarantor, such transactions are on terms not materially less favorable to the Parent Guarantor or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Parent Guarantor; (12) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Parent Guarantor solely because the Parent Guarantor owns, directly or through a Restricted Subsidiary, an equity interest in such Person; and (13) transactions between the Parent Guarantor or any Restricted Subsidiary and any Person, a director of which is also a director of the Parent Guarantor or any direct or indirect parent of the Parent Guarantor, and such director is the sole cause for such Person to be deemed an Affiliate of the Parent Guarantor or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Parent Guarantor or such direct or indirect parent, as the case may be, on any matter involving such other Person.

Limitation on Affiliate Transactions. (a) The Borrower Customer shall not, and shall not permit any Restricted Subsidiary Guarantor to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Customer (an “Affiliate TransactionAFFILIATE TRANSACTION”) unless: (i1) the terms of the Affiliate Transaction are no less favorable to the Borrower Customer or such Restricted Subsidiary Guarantor than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,0005 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower Customer disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)Directors; and (iii3) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)20 million, the Board of Directors of the Borrower shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower Customer and the Restricted Subsidiaries Subsidiary Guarantors or is not materially less favorable to the Borrower Customer and the Restricted Subsidiaries Subsidiary Guarantors than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(athe preceding paragraph (a) shall not apply toprohibit: (i1) any Permitted Investment, Investment (other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to (but only to the extent included in the calculation of the amount of Restricted Payments made pursuant to) Section 6.046.03(a)(3); (ii2) 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 of the BorrowerDirectors; (iii3) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent in accordance with the past practices of the Borrower Customer or the Restricted SubsidiariesSubsidiary Guarantors, but in any event not to exceed $2 million in the aggregate outstanding at any one time; (iv4) the payment of reasonable and customary fees to to, and indemnity provided on behalf of, directors of the Borrower Customer and the Restricted Subsidiaries Subsidiary Guarantors who are not employees of the Borrower Customer or the Restricted SubsidiariesSubsidiary Guarantors; (v5) any transaction with the BorrowerCustomer, a Restricted Subsidiary Guarantor or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower Customer or a Restricted Subsidiary Guarantor owns an equity interest in or otherwise controls such Restricted SubsidiarySubsidiary Guarantor, joint venture or similar entity; (vi6) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the Borrower;Customer; and (vii7) any agreement as in effect on the Closing Issue Date and described in the Offering Memorandum for the Customer’s 95/8% Senior Notes due 2013, as these agreements may be amended, modified, supplemented, extended or any renewals or extensions of any such agreement renewed from time to time (so long as such renewals any amendment, modification, supplement, extension or extensions are renewal is not less favorable to the Borrower Customer or the Restricted Subsidiaries) Subsidiary Guarantors), and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted Subsidiaries.

Limitation on Affiliate Transactions. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Company (an “Affiliate Transaction”) unless: (i1) the terms of the Affiliate Transaction are no less favorable to the Borrower Company or such Restricted Subsidiary than those that could reasonably be expected to be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,00015 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower Company disinterested with respect to such Affiliate Transaction shall have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied and shall have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)Directors; and (iii3) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)30 million, the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower Company and the its Restricted Subsidiaries or is not materially less favorable to the Borrower Company and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(a1015(a) shall not apply toprohibit: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted not prohibited to be made pursuant to Section 6.041011; (ii2) 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 and other benefit plans approved by the Board of Directors of the BorrowerDirectors; (iii3) loans or advances to officers, directors and employees made who are Affiliates in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower Company or the its Restricted Subsidiaries, but in any event not to exceed $3.0 million in the aggregate outstanding at any one time; (iv) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiaries; (v4) any transaction with between or among the BorrowerCompany, a Restricted Subsidiary or joint venture or similar entity which Person that would constitute an Affiliate Transaction solely because the Borrower Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entityPerson; (vi5) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerCompany; (vii6) reasonable fees and reasonable compensation paid to, and indemnity and similar arrangements provided on behalf of, officers, directors and employees of the Company or any Restricted Subsidiary as determined in good faith by the Board of Directors or the Company’s senior management; and (7) any agreement as in effect on the Closing Issue Date and described in the Prospectus, or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower Company or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted Subsidiaries.

Limitation on Affiliate Transactions. (a) The Borrower shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, make, amend or permit to exist conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with), contract, agreement or understanding with or for the benefit of, of any Affiliate of the Borrower Company (an “Affiliate Transaction”) involving aggregate consideration to or from the Company or a Restricted Subsidiary in excess of $10.0 million unless: (i1) the terms of the such Affiliate Transaction are no not materially less favorable to the Borrower Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could reasonably be expected to be obtained in a comparable transaction at the time of the Affiliate Transaction such transaction in arm’s-length dealings with a Person who is not such an Affiliate;; and (ii2) either: (a) if such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00020.0 million but not greater than $50.0 million, the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction satisfies the criteria in Section 5.12(a)(1) above, or (b) if such Affiliate Transaction involves an aggregate consideration in excess of $50.0 million, the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction satisfies the criteria in Section 5.12(a)(1) above and that the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of Company having no personal pecuniary interest in such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliatetransaction. (b) The provisions of Section 6.07(a5.12(a) shall not apply toto and does not prohibit: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.045.08 or any Permitted Investment; (ii2) any issuance of securitiesCapital Stock (other than Disqualified Stock), or other payments, awards or grants in cash, securities Capital Stock (other than Disqualified Stock) or otherwise pursuant to, or the funding of, employment or severance agreements and other compensation arrangements, options to purchase Capital Stock (other than Disqualified Stock) of the Company, restricted stock options plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or insurance and stock ownership plans indemnification arrangements provided to or for the benefit of directors and employees approved by the Board of Directors of the BorrowerCompany; (iii3) loans or advances to employees made employees, officers or directors in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower Company or any of its Restricted Subsidiaries not to exceed $10.0 million in the aggregate at any one time outstanding; (4) advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business of the Company or any of its Restricted Subsidiaries; (iv5) any transaction between the payment of reasonable fees to directors Company and a Restricted Subsidiary or between Restricted Subsidiaries, and Guarantees issued by the Company or a Restricted Subsidiary for the benefit of the Borrower and Company or a Restricted Subsidiary, as the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiariescase may be, in accordance with Section 5.07; (v6) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which (other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Borrower Company or a Restricted Subsidiary owns owns, directly or indirectly, an equity interest Equity Interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi7) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerCompany to, or the receipt by the Company of any capital contribution from its stockholders; (vii) any agreement as in effect on 8) indemnities of officers, directors and employees of the Closing Date Company or any renewals of its Restricted Subsidiaries permitted by bylaw or extensions of statutory provisions and any such employment agreement (so long as such renewals or extensions are not less favorable to the Borrower other employee compensation plan or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering arrangement entered into and performing under indemnification arrangements or agreements in the ordinary course of business for by the benefit of former, current or future directors or officers of the Borrower Company or any or of its Restricted Subsidiaries; (9) the payment of reasonable compensation and fees paid to, and indemnity provided on behalf of, officers or directors of the Company or any Restricted Subsidiary; (10) the performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any agreement to which the Company or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date will be permitted only to the extent that its terms are not materially more disadvantageous, taken as a whole, to the Holders of the Notes than the terms of the agreements in effect on the Issue Date; (11) 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 Indenture, provided that in the reasonable determination of the Board of Directors of the Company or the senior management of the Company, such transactions are on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company; (12) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in such Person; and (13) transactions between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or any direct or indirect parent company of the Company, and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Company or such direct or indirect parent company, as the case may be, on any matter involving such other Person.

Limitation on Affiliate Transactions. (a) The Borrower shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, make, amend or permit to exist conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with), contract, agreement or understanding with or for the benefit of, of any Affiliate of the Borrower Company (an “Affiliate Transaction”) unless: (i1) the terms of the such Affiliate Transaction are no not materially less favorable to the Borrower Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could reasonably be expected to be obtained in a comparable transaction at the time of the Affiliate Transaction such transaction in arm’s-length dealings with a Person who is not such an Affiliate;; and (ii2) either: (a) if such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00020.0 million but not greater than $50.0 million, the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction satisfies the criteria in Section 5.12(a)(1) above, or (b) if such Affiliate Transaction involves an aggregate consideration in excess of $50.0 million, the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction satisfies the criteria in Section 5.12(a)(1) above and that the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of Company having no personal pecuniary interest in such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliatetransaction. (b) The provisions of Section 6.07(a5.12(a) shall not apply toto and does not prohibit: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.045.08 or any Permitted Investment; (ii2) any issuance of securitiesCapital Stock (other than Disqualified Stock), or other payments, awards or grants in cash, securities Capital Stock (other than Disqualified Stock) or otherwise pursuant to, or the funding of, employment or severance agreements and other compensation arrangements, options to purchase Capital Stock (other than Disqualified Stock) of the Company, restricted stock options plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or insurance and stock ownership plans indemnification arrangements provided to or for the benefit of directors and employees approved by the Board of Directors of the BorrowerCompany; (iii3) loans or advances to employees made employees, officers or directors in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower Company or any of its Restricted Subsidiaries not to exceed $5.0 million in the aggregate at any one time outstanding; (4) advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business of the Company or any of its Restricted Subsidiaries; (iv5) any transaction between the payment of reasonable fees to directors Company and a Restricted Subsidiary or between Restricted Subsidiaries, and Guarantees issued by the Company or a Restricted Subsidiary for the benefit of the Borrower and Company or a Restricted Subsidiary, as the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiariescase may be, in accordance with Section 5.07; (v6) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which (other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Borrower Company or a Restricted Subsidiary owns owns, directly or indirectly, an equity interest Equity Interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi7) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerCompany to, or the receipt by the Company of any capital contribution from its stockholders; (vii) any agreement as in effect on 8) indemnities of officers, directors and employees of the Closing Date Company or any renewals of its Restricted Subsidiaries permitted by bylaw or extensions of statutory provisions and any such employment agreement (so long as such renewals or extensions are not less favorable to the Borrower other employee compensation plan or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering arrangement entered into and performing under indemnification arrangements or agreements in the ordinary course of business for by the benefit of former, current or future directors or officers of the Borrower Company or any or of its Restricted Subsidiaries; (9) the payment of reasonable compensation and fees paid to, and indemnity provided on behalf of, officers or directors of the Company or any Restricted Subsidiary; (10) the performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any agreement to which the Company or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date will be permitted only to the extent that its terms are not materially more disadvantageous, taken as a whole, to the Holders of the Notes than the terms of the agreements in effect on the Issue Date; (11) 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 Indenture, provided that in the reasonable determination of the Board of Directors of the Company or the senior management of the Company, such transactions are on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company; (12) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in such Person; and (13) transactions between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or any direct or indirect parent company of the Company, and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Company or such direct or indirect parent company, as the case may be, on any matter involving such other Person.

Limitation on Affiliate Transactions. (a) The Borrower shall Holdings will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction (including the purchasetransaction, salecontract, lease agreement, understanding, loan, advance or exchange of any property, employee compensation arrangements or the rendering of any service) guarantee with, or for the benefit of, any Affiliate of the Borrower Holdings (each, an “Affiliate Transaction”) ), unless: (i1) the terms of the Affiliate Transaction is on terms that are no less favorable to Holdings or the Borrower or such relevant Restricted Subsidiary than those that could be would have been obtained at the time of the Affiliate Transaction in a comparable transaction by Holdings or such Restricted Subsidiary with an unrelated Person on an arm’s-length dealings with a Person who is not an Affiliate;basis; and (ii2) if such Holdings delivers to the Trustee: (A) with respect to any Affiliate Transaction involves an amount or series of related Affiliate Transactions involving aggregate consideration in excess of $5,000,00010.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of Holdings set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 3.8(a) and that such Affiliate Transaction has been approved by a majority of the Borrower (unless disinterested members of the Board of Directors of Holdings; and in addition to the Borrower at foregoing, (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, an opinion as to the time fairness to Holdings or such Restricted Subsidiary of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpointpoint of view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the Borrower provisions of Section 3.8(a): (1) payment of reasonable fees, compensation, expenses, bonus, separation or severance to employees, officers or directors (including indemnification to the fullest extent permitted by applicable law, directors’ and officers’ insurance and similar arrangements, employment contracts, non-competition and confidentiality agreements and similar instruments or payments) in the ordinary course of business; (2) maintenance in the ordinary course of business of reasonable benefit programs or arrangements for employees, officers or directors, including vacation plans, health and life insurance plans, SERPs, split-dollar life insurance plans, deferred compensation plans, retirement or savings plans, stock option plans, stock ownership or purchase plans or any other similar arrangements or plans; (3) transactions between or among Holdings and/or its Restricted Subsidiaries; (4) transactions with a Person (other than an Unrestricted Subsidiary of Holdings) that is an Affiliate of Holdings solely because Holdings owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (5) any issuance of Equity Interests (other than Disqualified Stock) of Holdings to Affiliates of Holdings and the granting of registration rights in connection therewith; (6) Restricted Subsidiaries Payments that are permitted under Section 3.3 and Permitted Investments; (7) any transaction pursuant to any agreement in existence on the date of this Indenture or any amendment or replacement thereof that, taken in its entirety, is not materially less favorable to the Borrower Holdings and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time agreement as in an arm’s-length transaction with a Person who was not an Affiliate. (b) The provisions effect on the date of Section 6.07(a) shall not apply to: (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.04this Indenture; (ii) 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 of the Borrower; (iii) 8) loans or advances to directors, officers and employees of Holdings and its Restricted Subsidiaries (a) made in the ordinary course of business for bona fide business purposes and consistent with past practices of Holdings or any Restricted Subsidiary of Holdings in an aggregate principal amount not to exceed $5.0 million at any one time outstanding or (b) to finance the Borrower purchase by such person of Capital Stock of Holdings or the any of its Restricted Subsidiaries; provided that the aggregate amount of loans or advances made pursuant to clause (b) shall not exceed $1.0 million in any twelve-month period; (iv9) the payment any tax sharing agreement or arrangement and payments pursuant thereto among Holdings and its Subsidiaries and any other Person with which Holdings or its Subsidiaries is required or permitted to file a consolidated, combined or unitary tax return or with which Holdings or any of reasonable fees to directors its Subsidiaries is or could be part of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower a consolidated, combined or the Restricted Subsidiariesunitary group for tax purposes; (v10) transactions with customers, clients, suppliers or purchasers or sellers of goods, in each case in the ordinary course of business; provided that as determined in good faith by the Board of Directors or Senior Management of Holdings, such transactions are on terms that are not materially less favorable, taken as a whole, to Holdings or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with an unaffiliated Person. (11) any transaction transactions in connection with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;Permitted Restructuring; and (vi12) Management Fees paid pursuant to the issuance or sale of any Qualified Equity Interests of the Borrower; (vii) any agreement Management Agreement, as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted SubsidiariesIssue Date.

Limitation on Affiliate Transactions. (a) The Borrower shall Parent will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with, or for the benefit of, ​ ​ with any Affiliate of the Borrower Parent (any such transaction or series of related transactions being an “Affiliate Transaction”) involving aggregate value in excess of $2.0 million unless: (i) the terms of the such Affiliate Transaction taken as a whole are no not materially less favorable to the Borrower Parent or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the Affiliate Transaction execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate; (ii) if in the event such Affiliate Transaction involves an amount aggregate value in excess of $5,000,00010.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower Parent resolving that such transaction complies with clause (unless i) of this Section 4.06(a); provided, that if a majority of the members of the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower are not disinterested with respect to such Affiliate Transactionthe transaction, in which case clause (iii) below will apply the Parent shall deliver a Fairness Opinion to such Affiliate Transaction)the Trustee; and (iii) if in the event such Affiliate Transaction involves an amount aggregate value in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and 20.0 million, the Board of Directors of Parent delivers to the Borrower at Trustee a Fairness Opinion; provided that the time liability of such Affiliate Transaction has no non-employee directors of the Borrower disinterested accounting, appraisal, or investment banking firm or such other independent expert in giving such opinion may be limited in accordance with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliateits engagement policies. (b) The provisions of Section 6.07(a4.06(a) shall will not apply to: (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.044.02, any Permitted Payments (other than pursuant to Section 4.02(c)(ix)(B)) or any Permitted Investment (other than Permitted Investments as defined in paragraphs (1)(b), (2) and (15) of the definition thereof); (ii) any purchase, issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Parent, any Restricted Subsidiary or any Parent Holdco, restricted stock options and plans, long-term incentive plans, stock ownership appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employees, directors or consultants approved by the Board of Directors of the BorrowerParent, in each case in the ordinary course of business; (iii) loans any Management Advances and any waiver or advances to employees made in the ordinary course of business for bona fide business purposes and consistent transaction with past practices of the Borrower or the Restricted Subsidiaries;respect thereto; ​ ​ (iv) any transaction between or among the payment Parent and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower such transaction), or the between or among Restricted Subsidiaries; (v) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Parent, any transaction with the Borrower, a Restricted Subsidiary or joint venture any Parent Holdco (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (a) the entry into and performance of obligations of the Parent or any of its Restricted Subsidiaries under the terms of any transaction pursuant to or contemplated by, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of the Issue Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed, replaced or refinanced from time to time in accordance with the other terms of this Section 4.06 or to the extent not more disadvantageous to the Holders in any material respect, and (b) the entry into and performance of any registration rights or other listing agreement; (vii) the execution, delivery and performance of, including any payment to be made under, any Tax Sharing Agreement or any arrangement pursuant to which the Parent or any of its Restricted Subsidiaries is required or permitted to file a consolidated tax return, or the formation and maintenance of any consolidated group for tax, accounting or cash pooling or management purposes in the ordinary course of business; (viii) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business, which are fair to the Parent or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an Officer of the Parent or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; (ix) any transaction in the ordinary course of business between or among the Parent or any Restricted Subsidiary and any Affiliate of the Parent or an Associate or similar entity which that would constitute an Affiliate Transaction solely because the Borrower Parent or a Restricted Subsidiary or any Affiliate of the Parent or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Restricted SubsidiaryAffiliate, joint venture Associate or similar entity; (vix) issuances or sales of Capital Stock (other than Disqualified Stock) of the issuance Parent or sale options, warrants or other rights to acquire such Capital Stock; ​ ​ (xi) payment of any Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation as part of or in connection with a Qualified Equity Interests of the Borrower; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced therebySecuritization Financing; and (viiixii) entering into any participation in a public tender or exchange offers for securities or debt instruments issued by the Parent or any of its Subsidiaries that are conducted on arms’ length terms and performing under indemnification arrangements or agreements in the ordinary course of business provide for the benefit of formersame price or exchange ratio, current as the case may be, to all holders accepting such tender or future directors or officers of the Borrower or any or its Restricted Subsidiariesexchange offer.

Limitation on Affiliate Transactions. (a) The Borrower shall Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Company (an “Affiliate Transaction”) unless: (i1) the terms of the Affiliate Transaction are no less favorable to the Borrower Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-arm’s length dealings with a Person who is not an Affiliate; (ii2) if such Affiliate Transaction or series of related Affiliate Transactions involves an amount in excess of $5,000,0001,000,000, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors disinterested members of the Borrower disinterested with respect to such Affiliate Transaction have Board of Directors of the Company has determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied and have has approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)resolution; and (iii3) if such Affiliate Transaction or series of related Affiliate Transactions involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)3,000,000, the Board of Directors of the Borrower Company shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower Company and the its Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an AffiliateSubsidiaries. (b) The provisions of Section 6.07(athe preceding paragraph (a) shall will not apply toprohibit: (i1) any Permitted Investment, Investment (other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.044.08; (ii2) any issuance of securities, or other reasonable payments, awards or grants in cash, securities or otherwise to any employee or director of the Company or any Restricted Subsidiary pursuant to, or the funding of, employment arrangements, stock options and stock ownership and other employee benefit plans or otherwise in the ordinary course of business approved by the Board of Directors of the BorrowerCompany; (iii3) loans or advances to employees customary indemnities made in the ordinary course of business for bona fide business purposes and consistent with past practices to employees or directors of the Borrower or Company and the Restricted Subsidiaries; (iv4) the payment of reasonable fees to directors of the Borrower Company and the Restricted Subsidiaries who are not employees of the Borrower Company or the Restricted Subsidiaries; (v5) loans or advances to employees and directors of the Company and the Restricted Subsidiaries in the ordinary course of business and consistent with past practices thereof, but in any event not exceeding $500,000 in the aggregate outstanding at any one time; (6) any transaction with between or among the Borrower, a Company and any Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;Subsidiaries; and (vi7) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the Borrower; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted SubsidiariesCompany.

Limitation on Affiliate Transactions. (a) The Borrower shall From and after the Acquisition Effective Date, the Issuer will not, and shall will not permit any of its Restricted Subsidiary to, Subsidiaries to enter into or permit to exist conduct any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower Issuer’s Affiliates (other than Holdings, the Issuer and the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction) (an “Affiliate Transaction”) involving aggregate value in excess of $15.0 million unless: (i1) the terms of the such Affiliate Transaction taken as a whole are no not materially less favorable to the Borrower Issuer or such Restricted Subsidiary Subsidiary, as the case may be, than those that could would reasonably be obtained in a comparable transaction at the time of such transaction or the Affiliate Transaction execution of the agreement providing for such transaction in arm’s-arm’s length dealings with a Person who is not such an Affiliate;; and (ii2) if in the event such Affiliate Transaction involves an amount aggregate value in excess of $5,000,00037.5 million, the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Issuer. Any Affiliate Transaction has no non-employee directors of shall be deemed to have satisfied the Borrower disinterested with respect to such Affiliate Transaction, requirements set forth in which case clause (iii) below will apply to such Affiliate Transaction); and (iiiSection 3.8(a)(2) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors is approved by a majority of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)Disinterested Directors, the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliateif any. (b) The provisions of Section 6.07(a3.8(a) shall not apply to: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.043.3 or any Permitted Investment; (ii2) any issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any Parent Entity, restricted stock options and plans, long-term incentive plans, stock ownership appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employees, directors or consultants approved by the Board of Directors of the Borrower; (iii) loans or advances to employees made Issuer, in each case in the ordinary course of business for bona fide business purposes and or consistent with past practices of the Borrower or the Restricted Subsidiariespractice; (iv3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer, any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction) or any joint venture (regardless of the form of legal entity) in which the Issuer or any Subsidiary has invested (and which joint venture would not be an Affiliate of the Issuer but for the Issuer’s or a Subsidiary of the Issuer’s ownership of Capital Stock in such joint venture) to the extent otherwise permitted under Article III or Article IV of this Indenture (other than solely by reference to this Section 3.8); (5) the payment of reasonable compensation, fees to directors and reimbursement of the Borrower expenses to, and the Restricted Subsidiaries who are not customary indemnities (including under customary insurance policies) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Borrower Issuer or the any Restricted SubsidiariesSubsidiary (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (v6) the entry into and performance of obligations of the Issuer or any of its Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of, or on, the Acquisition Effective Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this Section 3.8 or to the extent not more disadvantageous to the Holders in any material respect (taken as a whole); (i) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing and (ii) any customary transaction with a Receivables Subsidiary effected as part of a Receivables Facility; (8) transactions with customers, clients, suppliers, contractors or purchasers or sellers of goods or services, in each case in the ordinary course of business or consistent with past practice, which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Issuer or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; (9) any transaction with between or among the Borrower, a Issuer or any Restricted Subsidiary or joint venture and any Affiliate of the Issuer or similar entity which that would constitute an Affiliate Transaction solely because the Borrower Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture Affiliate or similar entity; (vi10) the issuance issuances or sale sales of any Qualified Equity Interests Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the BorrowerIssuer or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer or any Restricted Subsidiary; (vii11) [reserved]; (12) (i) direct or indirect investments by Permitted Holders in securities, Indebtedness or Disqualified Stock of the Issuer or any agreement Restricted Subsidiary (and payment to any Permitted Holder of all reasonable out of pocket expenses Incurred by such Permitted Holder in connection with its direct or indirect investment in securities, Indebtedness or Disqualified Stock of the Issuer and its Restricted Subsidiaries) so long as in effect the investment is being offered by the Issuer or such Restricted Subsidiary generally to other investors who are not Affiliates of the Issuer or any Restricted Subsidiary on the Closing Date same or more favorable terms and at least a majority of the principal amount of such Indebtedness or a majority of the aggregate liquidation preference of Disqualified Stock is purchased by Persons who are not Affiliates of the Issuer or any renewals Restricted Subsidiary and (ii) payments to Permitted Holders in respect of securities, Indebtedness or extensions Disqualified Stock of the Issuer or any Restricted Subsidiary contemplated in the foregoing clause (i) or that were acquired from Persons other than the Issuer and the Restricted Subsidiaries, in each case, in accordance with the terms of such securities, Indebtedness or Disqualified Stock; (13) the Transactions and any Permitted Reorganization and the payment of all fees and expenses related to the Transactions and any Permitted Reorganization; (14) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Acquisition Effective Date and any similar agreement that it may enter into thereafter, and the payment of reasonable out-of-pocket costs and expenses pursuant thereto; provided, however, that the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Acquisition Effective Date will only be permitted under this clause to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; (so long 16) the payment of customary indemnities and reimbursement of expenses pursuant to the Sponsor Reimbursement Agreement; (17) any Intercompany License Agreements; (18) transactions undertaken pursuant to membership in a purchasing consortium; (19) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such renewals or extensions are not less favorable Unrestricted Subsidiary to the Borrower extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or the Restricted Subsidiaries) and the transactions evidenced thereby; andredesignation, as applicable; (viii20) entering into payments to or from, and performing under indemnification arrangements or agreements transactions with, any joint venture in the ordinary course of business for or consistent with past practice or industry norms (including without limitation, any cash management activities related thereto); (21) payments by the benefit of former, current Issuer (and any Parent Entity) and any Subsidiaries thereof pursuant to tax sharing agreements among the Issuer (and any Parent Entity) and such Subsidiaries on customary terms to the extent attributable to the ownership or future directors or officers operations of the Borrower Issuer 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 Issuer, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would have been required to pay in respect of such foreign, federal, state and/or local taxes for such fiscal year had the Issuer, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent described above) paid such taxes separately from any such Parent Entity; and (22) payments by the Issuer or any or of its Restricted SubsidiariesSubsidiaries of reasonable insurance premiums to, and any borrowings or dividends received from, any Captive Insurance Subsidiary.

Limitation on Affiliate Transactions. (a) The Borrower shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, make, amend or permit to exist conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with), contract, agreement or understanding with or for the benefit of, of any Affiliate of the Borrower (an “Affiliate Transaction”) unless: (ia) the terms of the such Affiliate Transaction are no less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the case may be, than those that could reasonably be expected to be obtained in a comparable transaction at the time of the Affiliate Transaction such transaction in arm’s-length dealings with a Person who is not such an Affiliate; (iib) if such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00020.0 million, the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower having no personal stake in such transaction, if any (unless the Board of Directors of the Borrower at the time of and such majority determines that such Affiliate Transaction has no non-employee directors of satisfies the Borrower disinterested with respect to such Affiliate Transaction, criteria in which case clause (iiia) below will apply to such Affiliate Transactionabove); and (iiic) if such Affiliate Transaction involves an amount aggregate consideration in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)50.0 million, the Board of Directors of the Borrower shall have has received a written opinion from an Independent Qualified Party to the effect independent investment banking, accounting, engineering or appraisal firm of nationally recognized standing that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and or such Restricted Subsidiary or, in the Restricted Subsidiaries or case of non-financial transactions, is not materially less favorable to the Borrower and the or such Restricted Subsidiaries Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at the such time in on an arm’s-length transaction with basis from a Person who was that is not an Affiliate. (b) . The provisions of Section 6.07(a) shall preceding paragraph will not apply to: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.046.05; (ii2) any issuance of securitiesCapital Stock (other than Disqualified Stock), or other payments, awards or grants in cash, securities Capital Stock (other than Disqualified Stock) or otherwise pursuant to, or the funding of, employment any employment, consulting, service or severance agreements or other compensation arrangements, options to purchase Capital Stock (other than Disqualified Stock) of the Borrower, restricted stock options plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans or insurance and stock ownership plans indemnification arrangements provided to or for the benefit of directors, officers and employees, in each case in the ordinary course of business and approved by the Board of Directors of the Borrower; (iii3) loans any merger or other transaction with an Affiliate solely for the purpose of reincorporating or reorganizing the Borrower or any of its Restricted Subsidiaries in another jurisdiction or creating a holding company for the Borrower; (4) advances to or reimbursements of employees made for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the any of its Restricted Subsidiaries; (iv5) any transaction between the payment of reasonable fees to directors Borrower and a Restricted Subsidiary or between Restricted Subsidiaries, and guarantees issued by the Borrower or a Restricted Subsidiary for the benefit of the Borrower or a Restricted Subsidiary, as the case may be, in accordance with Section 6.02; (6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Borrower to, or the receipt by the Borrower of any capital contribution from, the holders of its Capital Stock; (7) indemnities of officers, directors and the Restricted Subsidiaries who are not employees of the Borrower or the any of its Restricted SubsidiariesSubsidiaries permitted by charter, bylaw or statutory provisions; (v8) the payment of reasonable compensation and fees to officers or directors of the Borrower or any Restricted Subsidiary; (9) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns owns, directly or indirectly, an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi) the issuance or sale of any Qualified Equity Interests of the Borrower; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii10) entering into and performing under indemnification arrangements or agreements in the ordinary course performance of business for the benefit of former, current or future directors or officers obligations of the Borrower or any or of its Restricted SubsidiariesSubsidiaries under the terms of that certain Gas Gathering and Processing Agreement dated August 31, 2015, by and between Oklahoma Energy Acquisitions, LP, a subsidiary of Xxxx Xxxx and Kingfisher Midstream LLC, that certain Crude Oil Gathering Agreement dated August 31, 2015, by and between Oklahoma Energy Acquisitions, LP, subsidiary of Xxxx Xxxx and Kingfisher Midstream LLC and any other agreement to which the Borrower or any of its Restricted Subsidiaries is a party as of or on the Effective Date set forth on Schedule 6.07 as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Effective Date will be permitted only to the extent that its terms are not materially more disadvantageous, taken as a whole, to the Lender than the terms of the agreements in effect on the Effective Date.

Limitation on Affiliate Transactions. (a) The Borrower Parent shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, make, amend or permit to exist conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with), contract, agreement or understanding with or for the benefit of, of any Affiliate of the Borrower Parent (an “Affiliate Transaction”) unless: (i1) the terms of the such Affiliate Transaction are no less favorable to the Borrower Parent or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of the Affiliate Transaction in arm’s-such transaction on an arm‟s length dealings basis with a Person who that is not such an AffiliateAffiliate as certified by an Officer‟s Certificate delivered to the Trustee; (ii2) the terms of such Affiliate Transaction have been approved by a majority of members of the Board of Directors of the Parent who are disinterested with respect to the transaction and such members of the Board of Directors have accepted the Officer‟s Certificate delivered to the Trustee pursuant to Clause (1) above; and (3) if such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,000, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)U.S.$25 million, the Board of Directors of the Borrower shall have Parent has received a written opinion from an Independent Qualified Party to the effect independent investment banking, accounting or appraisal firm of internationally recognized standing that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Parent or such Restricted Subsidiaries Subsidiary or is not materially less favorable to the Borrower Parent and the Restricted Subsidiaries than those that could reasonably be expected to be obtained in a comparable transaction at the such time in on an arm’s-arm‟s length transaction with basis from a Person who was that is not an Affiliate. (b) The provisions of Section 6.07(a4.07(a) shall will not apply to: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.044.04 or any Permitted Investment; (ii2) any issuance of securitiesCapital Stock (other than Disqualified Stock), or other payments, awards or grants in cash, securities Capital Stock (other than Disqualified Stock) or otherwise pursuant to, or the funding of, employment or severance agreements and other compensation arrangements, options to purchase Capital Stock (other than Disqualified Stock) of the Parent, restricted stock options plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of officers and stock ownership plans employees approved by the Board of Directors of the BorrowerParent; (iii3) loans or advances (or cancellations thereof) or guarantees of loans to employees made or, officers of the Parent or any of its Restricted Subsidiaries or members of the Board of Directors of the Parent or any of its Restricted Subsidiaries not to exceed U.S.$5 million in the ordinary course of business for bona fide business purposes aggregate outstanding at any time; (4) any transaction between the Parent and consistent with past practices of the Borrower any Restricted Subsidiary or the between Restricted Subsidiaries; (iv) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiaries; (v5) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower Parent or a Restricted Subsidiary owns an equity interest owns, directly or indirectly, Capital Stock in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi6) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerParent or the receipt by the Parent of any capital contribution; (vii7) any agreement as in effect on employment agreement, employee compensation plan or employee benefit arrangement, indemnification and similar arrangement (including the Closing Date or any renewals or extensions payment of any such agreement directors‟ and officers‟ insurance premiums), employee salaries and bonuses (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiariesincluding stock options) and the transactions evidenced thereby; and (viii) entering entered into and performing under indemnification arrangements or agreements in the ordinary course of business for by the benefit of former, current or future directors or officers of the Borrower Parent or any or of its Restricted Subsidiaries; (8) the payment of reasonable compensation and fees paid to, and indemnity provided on behalf of, members of the Board of Directors of the Parent or any Restricted Subsidiary and indemnities of directors of the Parent or any of its Restricted Subsidiaries permitted by bylaws or statutory provisions; (9) the agreements relating to, and payments thereunder to fund, the cost of services provided directly to the Parent or any Restricted Subsidiary by employees, officers, contractors, consultants or advisors (and related indemnities for such employees, officers, contractors, consultants or advisors) of the General Partner or of the Permitted Holder or of any Affiliate of the Permitted Holder; provided that the aggregate level of such payments shall be consistent with the ordinary course of business and past practice of the Parent and its Restricted Subsidiaries, taken as a whole; (10) the performance of obligations of the Parent or any of its Restricted Subsidiaries under the terms of any agreement to which the Parent or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date will be permitted to the extent that its terms are not materially more disadvantageous, taken as a whole, to the Securityholders than the terms of the agreements in effect on the Issue Date; and (11) transactions permitted by, and complying with, the provisions of Section 5.01 and all agreements and instruments effecting such transactions.

Limitation on Affiliate Transactions. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Company (an “Affiliate Transaction”) unless: (i1) the terms of the Affiliate Transaction are no less favorable to the Borrower Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,0005.0 million, the material terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)resolution; and (iii3) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)20.0 million, the Board of Directors of the Borrower Company shall also have received a written opinion from an Independent Qualified Party to the effect that the financial terms of such Affiliate Transaction is are fair, from a financial standpoint, to the Borrower Company and its Restricted Subsidiaries or not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. Notwithstanding clause (2) above, in the event that there are no disinterested members of the Board of Directors of the Company in any Affiliate Transaction, such Affiliate Transaction shall be permitted to exist so long as an Independent Qualified Party has determined the financial terms of such Affiliate Transaction to be fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not materially less favorable to the Borrower Company and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(a4.07(a) shall not apply toprohibit: (i1) any Permitted Investment, Investment (other than a Permitted Investment, referred to Investment described in clauses clause (1), (2a) or (15b) of Permitted Investment the definition thereof) or other Restricted Payment, in each case permitted to be made pursuant to to, or not prohibited by, Section 6.044.04; (ii2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment employment, compensation or severance arrangements, stock options and stock ownership plans approved by the Board of Directors of the BorrowerCompany; (iii3) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent in accordance with the past practices of the Borrower Company or its Restricted Subsidiaries or otherwise approved by the Restricted SubsidiariesBoard of Directors of the Company, but in any event not to exceed $2.5 million in the aggregate outstanding at any one time; (iv4) the payment of reasonable compensation or employee benefit arrangements to and indemnity provided for the benefit of directors, officers or employees of the Company or its Restricted Subsidiaries in the ordinary course of business; (5) the payment of reasonable fees to directors of the Borrower Company and the its Restricted Subsidiaries who are not employees of the Borrower Company or the its Restricted Subsidiaries; (v6) the payment of fees to Cxxxxx-Xxxxxx Capital, Inc. or its affiliates pursuant to the terms of the advisory agreement with Cxxxxx-Xxxxxx Capital, Inc. or its affiliates, as in effect on the Issue Date; provided, however, that in connection with an Equity Offering, the Company may terminate the advisory agreement with Cxxxxx-Xxxxxx Capital, Inc. and pay a termination fee from the proceeds of such Equity Offering; (7) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi8) the entering into of a registration rights agreement with the stockholders or debtholders of the Company; (9) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerCompany; (vii10) any merger, consolidation or reorganization with (i) Parent or Buffets Restaurants, solely for the purposes of reorganizing to facilitate the initial public offering of the Company, Parent or Buffets Restaurants or (ii) with an Affiliate solely for the purpose and with the sole effect of forming a holding company or reincorporating the Company in a new jurisdiction; (11) the entering into of a tax sharing agreement, or payments pursuant thereto, between the Company and one or more Subsidiaries, on the one hand, and any other Person with which the Company and such Subsidiaries are required or permitted to file a consolidated tax return or with which the Company and such Subsidiaries are part of a consolidated group for tax purposes, on the other hand, which payments by the Company and the Restricted Subsidiaries are not in excess of the payments permitted by Section 4.04(b)(5); (12) indemnification agreements with, and the payment of the fees and indemnities to, directors, officers and employees of the Company and its Restricted Subsidiaries, in each case in the ordinary course of business; (13) any employment, deferred compensation, consulting, noncompetition, confidentiality or similar agreement entered into by the Company and its Restricted Subsidiaries with its employees or directors in the ordinary course of business; and (14) any agreement as in effect on the Closing Issue Date and described in the Offering Circular or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower Company or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted Subsidiaries.

Limitation on Affiliate Transactions. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) withwith (which term, or for purposes of this Section 4.07, shall include “for the benefit of, ” where appropriate in the context) any Affiliate of the Borrower Company that involves an amount in excess of $10,000,000 (an “Affiliate Transaction”) unless: (i1) the terms of the Affiliate Transaction are no not materially less favorable to the Borrower Company or such Restricted Subsidiary than those that could reasonably be expected to be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate;; and (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,00030,000,000, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an AffiliateDirectors. (b) The provisions of Section 6.07(a4.07(a) shall not apply toprohibit: (1) (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.044.04 or any Permitted Investment (or any Affiliate Transaction that would constitute a Restricted Payment or Permitted Investment but for the exclusions from such definitions and their component definitions) and (ii) any Permitted Lien; (ii2) any employment agreement or other employment compensation plan in existence on the Issue Date or entered into thereafter in the ordinary course of business, including 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 of the BorrowerDirectors; (iii3) loans reasonable compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans), indemnification arrangements, employment and severance agreements provided on behalf of directors, officers and employees of the Company or advances to employees made its Restricted Subsidiaries, in each case, approved by the Board of Directors or, in the ordinary course case of business for bona fide business purposes and indemnification arrangements, consistent with past practices of the Borrower applicable charter, by-law or the Restricted Subsidiariesstatutory provisions; (iv) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiaries; (v4) any transaction with the BorrowerCompany, a Restricted Subsidiary or joint venture or similar entity which that would constitute an Affiliate Transaction solely because the Borrower Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi5) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerCompany; (vii6) transactions with customers, clients, vendors, suppliers or other purchasers or sellers of goods or services, in each case in the ordinary course of business (including pursuant to joint venture agreements); (7) any transaction on arm’s-length terms with any non-Affiliate that becomes an Affiliate as a result of such transaction; (8) any agreement as in effect on the Closing Issue Date or and described in the Offering Memorandum and any amendments, renewals or extensions of any such agreement (so long as such amendments, renewals or extensions extensions, taken as a whole, are not materially less favorable to the Borrower Company or the Restricted Subsidiaries) and the transactions evidenced thereby; and; (viii9) entering into reasonable advances to or reimbursements of employees for moving expenses, travel expenses and performing under indemnification arrangements or agreements similar expenditures, in each case, in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower Company or any or of its Restricted Subsidiaries; and (10) any Affiliate Transaction with respect to which the Board of Directors shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not materially less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate.

Limitation on Affiliate Transactions. (a) The Borrower shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, enter into or permit to exist conduct any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower (an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $1.0 million per transaction or series of related transactions unless: (i) the terms of the such Affiliate Transaction Transaction, when viewed together with any related Affiliate Transactions, are no not materially less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of the Affiliate Transaction such transaction in arm’s-arm’s length dealings with a Person who that is not an Affiliate; (ii) if in the event such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00010.0 million, the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of and such majority determines that such Affiliate Transaction has no non-employee directors of satisfies the Borrower disinterested with respect to such Affiliate Transaction, criteria in which case clause (iiii) below will apply to such Affiliate Transactionabove); and (iii) if in the event such Affiliate Transaction involves an amount aggregate consideration in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of 25.0 million, the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect Financial Advisor that such Affiliate Transaction is fair, from a financial standpointpoint of view, to the Borrower and the Restricted Subsidiaries Subsidiaries, as applicable, or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could those that might reasonably be expected to be have been obtained in a comparable transaction at the such time in on an arm’s-arm’s length transaction with basis from a Person who was that is not an Affiliate. (b) The provisions of Section 6.07(a10.06(a) shall will not apply to: (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payments permitted to be made pursuant to Section 6.0410.02 and (ii) Permitted Investments (other than Permitted Investments made pursuant to clause (2) or (21) of the definition thereof); (ii) any issuance or purchase of securities, securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, severance arrangements, options to purchase Capital Stock of the Borrower, restricted stock options and plans, stock ownership option plans, other equity incentive plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans, pension plans, equity incentive compensation plans or similar plans or agreements or arrangements approved by the Board of Directors of the Borrower; (iii) loans or advances advances, or Guarantees of third party loans or advances, to employees made Officers, employees, consultants, members of management and directors of the Borrower or any Restricted Subsidiary of the Borrower in the ordinary course of business for bona fide business purposes and consistent with past practices business, in an aggregate amount outstanding at any time not in excess of $5.5 million (without giving effect to the Borrower or the Restricted Subsidiariesforgiveness of any such loan); (iv) the payment of reasonable and customary fees to and expenses to, and indemnity provided on behalf of, directors of the Borrower and the or any Restricted Subsidiaries who are not employees Subsidiary or trustees of any stock option plan, stock purchase plan, other equity incentive plan, pension plan, deferred compensation plan, employee stock ownership plan or other similar plan of the Borrower or the any of its Restricted Subsidiaries; (v) any transaction with between or among the Borrower, a Borrower and any Restricted Subsidiary or joint venture between or similar entity which would constitute an Affiliate Transaction solely because among Restricted Subsidiaries, and any Guarantees issued by the Borrower or a Restricted Subsidiary owns an equity interest in for the benefit of the Borrower or otherwise controls such a Restricted Subsidiary; provided that this clause (v) shall not include transactions between any Xxx Entity, joint venture or similar entityon the one hand, and any Pulitzer Entity, on the other hand, except as otherwise permitted hereunder; (vi) the issuance payment of reasonable and customary compensation (including fees, expenses, benefits, severance, change of control payments and equity and other incentive arrangements) to, and employee benefit arrangements, including, without limitation, split-dollar insurance policies, and indemnity or sale similar arrangements provided on behalf of, directors, officers, employees, members of any Qualified Equity Interests management, consultants and agents of the BorrowerBorrower or any Restricted Subsidiary, whether by charter, bylaw, statutory, insurance or contractual provisions or otherwise; (vii) the existence of, and the performance of obligations of the Borrower or any of its Restricted Subsidiaries under the terms of, any agreement or arrangement to which the Borrower or any of its Restricted Subsidiaries is a party as of or on the Effective Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Effective Date will be permitted to the extent that, immediately after giving effect thereto, the applicable agreement, taken as a whole, is not materially more disadvantageous to the Lenders, as determined in Good Faith by the Borrower, than the terms of such agreement in effect on the Effective Date; (viii) (a) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged with or into or consolidated with the Borrower or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition, merger or consolidation, or any amendment thereto (so long as, immediately after giving effect to any such amendment, the applicable agreement, taken as a whole, is not materially more disadvantageous to the Lenders, as determined in Good Faith by the Borrower, as compared to the applicable agreement as in effect on the Closing Date date of such acquisition or merger or consolidation) and (b) any renewals merger or extensions consolidation of the Borrower with or into an Affiliate of the Borrower solely for the purpose of reincorporating the Borrower in another jurisdiction; (ix) transactions with customers, clients, suppliers, joint venturers or partners, limited or general partnerships or the partners thereof, limited liability companies or the members thereof (including, without limitation, pursuant to the terms of any applicable joint venture agreements, partnership agreements or limited liability company agreements), or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Borrower and its Restricted Subsidiaries; provided that as determined in Good Faith by the Borrower, such agreement (so long transactions are on terms, taken as such renewals or extensions a whole, that are not materially less favorable to the Borrower or the relevant Restricted SubsidiariesSubsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with a Person that is not an Affiliate; (x) any purchases by the Borrower’s Affiliates of Indebtedness of the Borrower or any of its Restricted Subsidiaries the majority of which Indebtedness is placed with Persons who are not Affiliates of the Borrower; (xi) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower to Affiliates of the Borrower and the transactions evidenced thereby; andgranting of registration and other customary rights in connection therewith or any contribution to the Capital Stock of the Borrower or any Restricted Subsidiary; (viiixii) entering into transactions between the Borrower or any Restricted Subsidiary, on the one hand, and performing under indemnification arrangements MNI, Capital Times, CDP or agreements TNI Partners, on the other hand, in the ordinary course of business for business; (xiii) any transaction on arm’s length terms with non-Affiliates that become Affiliates as a result of such transaction; (xiv) the benefit payment of formerall fees, current or future directors or officers costs and expenses (including any payments in respect of bonuses and awards) related to the refinancings and related transactions contemplated by this Agreement; and (xv) transactions in which the Borrower or any an Restricted Subsidiary delivers to the Administrative Agent an opinion or its appraisal issued by an independent accounting, appraisal or investment banking firm of national standing stating that the terms of such transaction, taken as a whole, are not materially less favorable than those that might reasonably have been obtained by the Borrower or such Restricted SubsidiariesSubsidiary in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate.

Limitation on Affiliate Transactions. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Company (an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $500,000 unless: (i1) the terms of the Affiliate Transaction are no less favorable to the Borrower Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (ii2) if such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate amount in excess of $5,000,0005.0 million, the terms of the Affiliate Transaction or series of related Affiliate Transactions are set forth in writing and a majority of the non-employee directors of the Borrower Company disinterested with respect to such Affiliate Transaction or series of related Affiliate Transactions have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied and have approved the relevant Affiliate Transaction or series of related Affiliate Transactions as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)Directors; and (iii3) if such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)15.0 million, the Board of Directors of the Borrower shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction or series of related Affiliate Transactions is fair, from a financial standpoint, to the Borrower Company and the its Restricted Subsidiaries or is not materially less favorable to the Borrower Company and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(a4.07(a) shall not apply toprohibit: (i1) transactions between or among the Company and/or its Restricted Subsidiaries; (2) any Permitted Investment, Investment (other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.044.04 (but only to the extent included in the calculation of the amount of Restricted Payments made pursuant to Section 4.04(a)(3)); (ii3) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment employment, severance or compensation arrangements, stock options and stock ownership plans or other employee benefit plans entered into in the ordinary course of business, in each case approved by the Board of Directors of the BorrowerDirectors; (iii4) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent in accordance with the past practices of the Borrower Company or the its Restricted Subsidiaries, but in any event not to exceed $2.0 million in the aggregate outstanding at any one time; (iv5) the payment of reasonable fees and the reimbursement of ordinary course expenses to directors of the Borrower Company and the its Restricted Subsidiaries who are not employees of the Borrower Company or its Restricted Subsidiaries and any payments pursuant to indemnification arrangements with directors and officers of the Company or its Restricted Subsidiaries; (v6) any transaction with the BorrowerCompany, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi7) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerCompany to Affiliates of the Company and the granting of registration and other customary rights in connection therewith or any contribution to the Capital Stock of the Company or any Restricted Subsidiary; (vii) 8) any agreement as in effect on the Closing Issue Date and described in the Offering Circular or any renewals or extensions of any such agreement (so long as such renewals or extensions of any such agreement, taken as a whole, are not less favorable to the Borrower Company or the Restricted Subsidiaries) and the transactions evidenced thereby; and; (viii9) entering into and performing under indemnification arrangements transactions with customers, clients, lessors, landlords, suppliers, contractors or agreements purchasers or sellers of goods or services, in each case in the ordinary course of business for and otherwise in compliance with the benefit terms of formerthis Indenture that are on terms no less favorable than those that would have been obtained in a comparable transaction with an unrelated party; and (10) any Qualified Receivables Transaction and Permitted Factoring Program, current and the Incurrence of obligations and acquisitions of Permitted Investments and other rights or future directors assets in connection with a Qualified Receivables Transaction or officers of the Borrower or any or its Restricted Subsidiariesa Permitted Factoring Program.

Limitation on Affiliate Transactions. (a) The Borrower shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into or permit to exist conduct any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower (an “Affiliate Transaction”) unless: (ia) the terms of the Affiliate Transaction are no not materially less favorable to the Borrower or such Restricted Subsidiary the Subsidiary, as the case may be, than those that could be might reasonably have been obtained in a comparable transaction at the time of the Affiliate Transaction in such transaction on an arm’s-length dealings with basis from a Person who that is not an Affiliate;Affiliate of the Borrower; and (iib) if such in the event the Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00025,000,000, the Borrower has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing to the effect that the terms of the Affiliate Transaction are set forth not materially less favorable than those that might reasonably have been obtained in writing and a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower comparable transaction at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in transaction on an arm’s-length transaction with basis from a Person who was that is not an Affiliate. (b) Affiliate of the Borrower. The provisions of Section 6.07(a) shall preceding paragraph will not apply to: (ia) any Permitted Investment, Restricted Payment (other than a Permitted Restricted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.049.02; (iib) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Borrower, restricted stock options plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee plans and/or insurance and stock ownership plans indemnification arrangements provided to or for the benefit of employees and directors approved by the Board of Directors of the Borrower; (iiic) loans or advances to employees made employees, officers or directors in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiaries; (iv) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiaries; (v) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi) the issuance or sale of any Qualified Equity Interests of the Borrower; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any of its Subsidiaries, but in any event not to exceed $2,000,000 in the aggregate outstanding at any one time with respect to all loans or advances made since the date of this Agreement; (d) any transaction between the Borrower and a Subsidiary or between Subsidiaries and Guarantees issued by the Borrower or a Subsidiary for the benefit of the Borrower or a Subsidiary, as the case may be, in accordance with Section 9.01; or (e) the performance of obligations of the Borrower or any of its Restricted SubsidiariesSubsidiaries under the terms of any agreement to which the Borrower or any of its Subsidiaries is a party as of or on the date of this Agreement as set forth on Schedule 9.07, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided that any future amendment, modification, supplement, extension or renewal entered into after the date of this Agreement will be so excluded only if its terms are not more disadvantageous to the Lenders than the terms of the agreements in effect on the date of this Agreement.

Limitation on Affiliate Transactions. (a) The Borrower shall Parent will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist conduct any transaction (including the purchase, sale, lease lease, exchange or exchange other disposition of any property, employee compensation arrangements property or asset or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower Parent (an “Affiliate Transaction”) involving consideration in excess of $30,000,000 unless: (i1) the terms of the such Affiliate Transaction are no not materially less favorable to Parent or such Restricted Subsidiary, as the Borrower case may be, than those that could have been obtained by Parent or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings a comparable transaction with a Person who that is not an Affiliate;; and (ii2) if in the event such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00060,000,000 (or with respect to transactions involving any item of Product, $90,000,000), the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of Parent and by a majority of the Borrower (unless the members of such Board of Directors of having no personal stake in such transaction, if any (and such majority or majorities, as the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transactioncase may be, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect determines that such Affiliate Transaction is fair, from a financial standpoint, to satisfies the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time criteria in an arm’s-length transaction with a Person who was not an Affiliateclause (1) above). (b) The provisions of Section 6.07(a4.11 (a) shall will not apply to: (i1) (A) transactions between or among Parent and any of its Restricted Subsidiaries, and (B) any Permitted Investmentmerger, amalgamation or consolidation of Parent and any direct parent of Parent; provided, however, that such parent shall have no Indebtedness other than a Permitted InvestmentIndebtedness that would be permitted to be Incurred by Parent at the time of such merger, referred to in clauses (1)amalgamation or consolidation and such merger, amalgamation or consolidation is otherwise not prohibited by the terms of this Indenture; (2) or (15) of Permitted Investment definition or other any Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.044.07 or any Permitted Investments; (ii3) any loan or issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of Parent, restricted stock options plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of Officers and stock ownership plans approved by the Board of Directors of the Borroweremployees; (iii4) loans the payment of reasonable and customary fees and reimbursement of expenses paid to and indemnity provided on behalf of, directors of Parent or advances any Restricted Subsidiary; (5) any agreement as in effect as of the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to employees made time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Holders in any material respect in the good faith judgment of Parent when taken as a whole than the terms of the agreements in effect on the Issue Date; (6) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged, amalgamated or consolidated into Parent or a Restricted Subsidiary; provided, that such agreement was not entered into in contemplation of such acquisition, merger, amalgamation or consolidation, or any amendment thereto (so long as any such agreement is not disadvantageous to the Holders in the good faith judgment of Parent when taken as a whole as compared to the applicable agreement as in effect on the date of such acquisition, merger, amalgamation or consolidation); (7) transactions with customers, clients, suppliers, Joint Venture partners or purchasers or sellers of goods or services (including, without limitation, licensing, production, co-production, services (e.g., shared services agreements), advertising, distribution, promotional or delivery agreements), in each case in the ordinary course of the business of Parent and the Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture; provided that, in the reasonable determination of Parent, such transactions are on terms that are no less favorable to Parent or the relevant Restricted Subsidiary than those that could reasonably have been obtained at the time of such transactions in a comparable transaction by Parent or such Restricted Subsidiary with an unrelated Person; (8) any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of Parent and the granting of registration and other customary rights in connection therewith; (9) the entering into of any tax sharing agreement or arrangement and the performance thereunder; (10) any contribution to the capital of Parent, or any sale of Capital Stock of Parent (other than Disqualified Stock); (11) transactions permitted by, and complying with, the provisions of Section 5.01; (12) pledges of Capital Stock of Unrestricted Subsidiaries; (13) any employment agreements entered into by Parent or any of its Restricted Subsidiaries in the ordinary course of business; (14) any distribution, license, participation, sale, lease, production, reproduction or co-financing agreement, guarantee, negative pick-up or other acquisition agreement, or other similar agreement to any of the foregoing, entered into in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiarieson an arm’s length basis; (iv15) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiariesany Permitted Slate Transaction; (v16) any transaction with the Borrower, effected as part of a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi) the issuance or sale of any Qualified Equity Interests of the Borrower; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced therebyReceivables Financing; and (viii17) entering into the Separation Transaction and performing under indemnification arrangements or agreements in the ordinary course payment of business for the benefit of formerall fees, current or future directors or officers of the Borrower or any or its Restricted Subsidiariescosts and expenses (including all legal, accounting and other professional fees, costs and expenses) related thereto.

Limitation on Affiliate Transactions. (a) The Borrower Issuers shall not, and shall not permit any of their Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with, with or for the benefit of, of any Affiliate of the Borrower an Issuer, other than a Wholly-Owned Subsidiary (an “"Affiliate Transaction”") unless: : (i) the terms of the such Affiliate Transaction are no less favorable to the Borrower such Issuer or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained at the time of the Affiliate Transaction such transaction in arm’s-arm's length dealings with a Person who is not such an Affiliate; ; (ii) if in the event such Affiliate Transaction involves an aggregate amount in excess of $5,000,000200,000, the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower (unless the Board of Directors such Issuer and by a majority of the Borrower at disinterested members of such Board, if any (and such majority or majorities, as the time of case may be, determines that such Affiliate Transaction has no non-employee directors of satisfies the Borrower disinterested with respect to such Affiliate Transaction, criteria in which case clause (i) above); and (iii) below will apply to such Affiliate Transaction); and (iii) if in the event such Affiliate Transaction involves an aggregate amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)1.0 million, the Board of Directors of the Borrower shall Issuers have received a written opinion from an Independent Qualified Party to the effect independent investment banking firm of nationally recognized standing that such Affiliate Transaction is fairfair to such Issuer or such Restricted Subsidiary, as the case may be, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliatepoint of view. (b) The provisions of Section 6.07(aforegoing paragraph (a) shall not apply to: to (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.04; 4.07, (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, or any stock options and stock ownership plans for the benefit of employees, officers and directors, consultants and advisors approved by the Board of Directors of the Borrower; applicable Issuer, (iii) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower Issuers or any of their Restricted Subsidiaries in aggregate amount outstanding not to exceed $250,000 to any employee or $1.0 million in the Restricted Subsidiaries; aggregate at any time, (iv) any transaction between Wholly-Owned Subsidiaries, (v) indemnification agreements with, and the payment of reasonable fees to directors and indemnities to, directors, officers and employees of each of the Borrower Issuers and the Issuers' Restricted Subsidiaries who are not and indemnification agreements with, or for the benefit of, officers and employees of BMCLP to the Borrower or extent related to the Restricted Subsidiaries; (v) any transaction with performance of management services for the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi) the issuance or sale of any Qualified Equity Interests of the Borrower; (vii) any agreement as in effect on the Closing Date Issuers or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted their Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements , in each case in the ordinary course of business for business, (vi) transactions pursuant to agreements in existence on the benefit of formerIssue Date (other than with BMCLP) which are (x) described in the Offering Memorandum or (y) otherwise, current in the aggregate, immaterial to the Issuers and their Restricted Subsidiaries taken as a whole, (vii) any employment, noncompetition or future directors or officers of confidentiality agreements entered into by the Borrower Issuers or any of their Restricted Subsidiaries with its employees in the ordinary course of business, (viii) the issuance of Capital Stock of an Issuer (other than Disqualified Stock), (ix) the acquisition of Managed Affiliate Notes provided that the aggregate principal amount thereof (including the Managed Affiliate Notes outstanding on the Issue Date) does not exceed $20 million at any time outstanding; (x) the Managed Affiliate Management Agreements, and (xi) provided that no Default or its Event of Default shall have occurred and be continuing, payments to BMCLP for services rendered to the Issuers and the Restricted SubsidiariesSubsidiaries under the Administrative Management Agreements not to exceed in any fiscal year in the aggregate the remainder of (A) the lesser of (1) the greater of $2 million or 15% of Media Cashflow for such fiscal year or (2) $5 million over (B) the payments to BMCLP under management agreements between BMCLP and Managed Affiliates in such fiscal year provided that the obligations to make such payments to BMCLP under the Administrative Management Agreements constitute Subordinated Obligations and the terms of such subordination are no less favorable to the holders of senior indebtedness (including the Securities) than the terms set forth in the Administrative Management Agreements between the Issuers and BMCLP on the Issue Date.

Limitation on Affiliate Transactions. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower (an “Affiliate Transaction”) unless: (i) the terms of the Affiliate Transaction are no less favorable to the Borrower or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; ; (ii) if such Affiliate Transaction involves an amount in excess of $5,000,000, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)Directors; and and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)20,000,000, the Board of Directors of the Borrower shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the its Restricted Subsidiaries or is not materially less favorable to the Borrower and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(athe preceding paragraph (a) shall not apply toprohibit: (i) any Permitted Investment, Investment (other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to (but only to the extent included in the calculation of the amount of Restricted Payments made pursuant to) Section 6.04; 6.02(a)(iii); (ii) 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 of the Borrower; Directors; (iii) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent in accordance with the past practices of the Borrower or the its Restricted Subsidiaries; , but in any event not to exceed $2,000,000 in the aggregate outstanding at any one time; (iv) the payment of reasonable and customary fees to to, and indemnity provided on behalf of, directors of the Borrower and the its Restricted Subsidiaries who are not employees of the Borrower or the its Restricted Subsidiaries; ; (v) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; ; (vi) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the Borrower; ; and (vii) any agreement set forth on Schedule 6.05(b)(vii), as in effect on the Closing Date these agreements may be amended, modified, supplemented, extended or any renewals or extensions of any such agreement renewed from time to time (so long as such renewals any amendment, modification, supplement, extension or extensions are renewal is not less favorable to the Borrower or the Restricted Subsidiaries) ), and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted Subsidiaries.

Limitation on Affiliate Transactions. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower (an “Affiliate Transaction”) subject to the Financing Orders, unless: (i) the terms of the Affiliate Transaction are no less favorable to the Borrower or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (ii) if such Affiliate Transaction involves an amount in excess of $500,000, the terms of the Affiliate Transaction are approved by the Administrative Agent; (iii) if such Affiliate Transaction involves an amount in excess of $5,000,000, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i6.06(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iiiiv) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(a6.06(a) shall not apply to: (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.046.03; (ii) 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 of the Borrower; (iii) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiaries; (iv) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiaries; (v) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi) the issuance or sale of any Qualified Equity Interests of the Borrower[reserved]; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted Subsidiaries. (c) In addition and not in limitation of any restrictions imposed by this Section 6.06, the Borrower shall not and shall not permit any Restricted Subsidiary to pay any management, consulting or similar fees to or any salary expense for executives, directors, officers or shareholders of the Borrower or any of its Subsidiaries by direct payment or otherwise and shall not enter into any employment or consulting agreements, nor assume any existing contracts, with current management, shareholders or directors of the Borrower or its Affiliates that are not (i) in accordance with the Budget Covenant, and (ii) in the case of any new employment or consulting agreement or the assumption, after the Closing Date, of any existing contract with current management, shareholders or directors of the Borrower or its Affiliates, approved by the Required Lenders on the Closing Date or by the Administrative Agent after the Closing Date (in its sole discretion). For the avoidance of doubt, professional fees and expenses (paid to persons that are not executives, directors, offices or shareholders of the Borrower or any of its Subsidiaries) are not restricted or limited by this Section 6.06(c).

Limitation on Affiliate Transactions. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into or permit to exist conduct any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower Company (an “Affiliate Transaction”) unlessunless each of the following have been satisfied: (i) the terms of the such Affiliate Transaction Transaction, when viewed together with any related Affiliate Transactions, are no not materially less favorable to the Borrower Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of the Affiliate Transaction such transaction in arm’s-length dealings with a Person who is not an Affiliate; (ii) if in the event such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,000500,000, the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution independent members of the Board of Directors of the Borrower Company (unless the Board of Directors of the Borrower at the time of and such majority determines that such Affiliate Transaction has no non-employee directors of satisfies the Borrower disinterested with respect to such Affiliate Transaction, criteria in which case clause (iiii) below will apply to such Affiliate Transactionabove); and; (iii) if in the event such Affiliate Transaction involves an amount aggregate consideration in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)1,000,000, the Board of Directors of the Borrower shall have Company has received a written an opinion from an Independent Qualified Party to the effect Financial Advisor that such Affiliate Transaction is fair, from a financial standpointpoint of view, to the Borrower Company and the Restricted Subsidiaries Subsidiaries, as applicable, or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could those that might reasonably be expected to be have been obtained in a comparable transaction at the such time in on an arm’s-length transaction with basis from a Person who was that is not an Affiliate.; and (iv) the terms of such Affiliate Transaction have been approved by the Department having regulatory jurisdiction over the parties to the Affiliate Transaction, to the extent such approval is required; (b) The provisions of Section 6.07(a3.6(a) (except Section 3.6(a)(iv), which shall always apply) shall not apply to: (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.04; (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Company pursuant to restricted stock options and plans, long-term incentive plans, stock ownership appreciation rights plans, participation plans or similar employee benefits plans, pension plans or similar plans or agreements or arrangements approved by the Board of Directors of the BorrowerCompany; (ii) any transaction between or among the Company and any Subsidiary or between or among Subsidiaries, and any Guarantees issued by the Company or a Subsidiary for the benefit of the Company or a Subsidiary; (iii) loans the payment of reasonable and customary compensation (including fees, benefits, severance, change of control payments and incentive arrangements) to, and employee benefit arrangements, including, without limitation, split-dollar insurance policies, and indemnity or advances similar arrangements provided on behalf of, directors, officers, employees and agents of the Company or any Subsidiary, whether by charter, bylaw, statutory or contractual provisions; (iv) the existence of, and the performance of obligations of the Company or any of its Subsidiaries under the terms of any agreement to employees made which the Company or any of its Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date shall be permitted to the extent that its terms, taken as a whole, are not more disadvantageous to the Holders of the Notes in any material respect, as determined in Good Faith by the Company, than the terms of the agreements in effect on the Issue Date; (v) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged with or into or consolidated with the Company or a Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition, merger or consolidation, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Holders, as determined in Good Faith by the Company, when taken as a whole as compared to the applicable agreement as in effect on the date of such acquisition or merger); (vi) insurance transactions, intercompany pooling and other reinsurance transactions entered into in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiaries; (iv) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiaries; (v) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi) the issuance or sale of any Qualified Equity Interests of the Borrowerpractice; (vii) any agreement as in effect on purchases by the Closing Date Company’s Affiliates of Indebtedness of the Company or any renewals or extensions of any such agreement (so long as such renewals or extensions its Subsidiaries the majority of which Indebtedness is placed with Persons who are not less favorable to Affiliates; (viii) arrangements for indemnification payments for directors and officers of the Borrower or the Restricted Company and its Subsidiaries) and the transactions evidenced thereby; and (viiiix) entering into and performing under indemnification arrangements or agreements in those Affiliate Transactions existing on the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted SubsidiariesIssue Date.

Limitation on Affiliate Transactions. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Company (an “"Affiliate Transaction”") unless: unless (i1) the terms of the Affiliate Transaction are no less favorable to the Borrower Company or such Restricted Subsidiary than those that could be obtained at the time of the such Affiliate Transaction in arm’sarm's-length dealings with a Person who is not an Affiliate; ; (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,000, the material terms of the Affiliate Transaction are set forth in writing and writing, a majority of the non-employee directors of the Borrower Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) of this sentence are satisfied and have approved the relevant Affiliate Transaction as evidenced by a Board resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction Company has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that the financial terms of such Affiliate Transaction is are fair, from a financial standpoint, to the Borrower Company and the its Restricted Subsidiaries or is not materially less favorable to the Borrower Company and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-arm's length transaction with a Person who was is not an Affiliate; and (3) if such Affiliate Transaction involves an amount in excess of $15,000,000, the Holders of at least a majority in principal amount at maturity of the Securities then outstanding shall also have given their written consent to such Affiliate Transaction. (b) The provisions of Section 6.07(a4.07(a) shall not apply to: prohibit (i1) any Permitted Investment, Investment (other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to to, or not prohibited by, Section 6.04; 4.04; (ii2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment employment, compensation or severance arrangements, stock options and stock ownership plans approved by the Board of Directors of the Borrower; Company; (iii3) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent in accordance with the past practices of the Borrower Company or its Restricted Subsidiaries or otherwise approved by the Board of Directors, but in any event not to exceed $10,000,000 in the aggregate outstanding at any one time; (4) the payment of reasonable compensation or employee benefit arrangements to and indemnity provided for the benefit of directors, officers or employees of the Company or its Restricted Subsidiaries; Subsidiaries in the ordinary course of business; (iv5) the payment of reasonable fees to directors of the Borrower Company and the its Restricted Subsidiaries who are not employees of the Borrower Company or the its Restricted Subsidiaries; ; (v6) the payment of fees and expenses in the amounts provided for in the Management Agreements as in effect on the Issue Date, provided that, except as described in the following provision, no such payments shall be made (x) in any fiscal quarter ending after July 31, 2006 in which the Leverage Ratio at the preceding fiscal quarter end is greater than 4.5 to 1.0, (y) for any fiscal quarter ending after July 31, 2008 in which the Leverage Ratio at the preceding fiscal quarter end is greater than 4.25 to 1.0 and (z) during the continuance of any Default or Event of Default (it being understood that if any such payments are not made under clauses (x), (y) or (z), then such payments shall be deferred and become payable during the first fiscal quarter in which payments under the Management Agreements may be made under this proviso), provided further, that in connection with an Initial Public Equity Offering, Buffets may terminate the Management Agreements and pay a termination fee under such agreements from the Net Cash Proceeds of such Initial Public Equity Offering, except if the aggregate principal amount at maturity of the Securities outstanding after such Initial Public Equity Offering (after giving effect to any Securities redeemed or repurchased (or to be redeemed or repurchased) in connection with such offering) exceeds 50% of the aggregate principal amount at maturity of the Securities issued on the Issue Date, then the cash portion of such termination fee shall not exceed four times the aggregate amount of the fees paid under the Caxton Management Agreement during the prior 13 monthly accounting periods of the Company immediately prior to the date of consummation of the Initial Public Equity Offering; (7) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; ; (vi8) the entering into of a registration rights agreement with the stockholders of the Company; and (9) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the Borrower;Company. (viic) Notwithstanding Sections 4.07(a) and (b), the Company agrees that it shall not (i) amend or otherwise modify the Caxton Management Agreement to increase the amount of any fees payable by the Company or any Restricted Subsidiary thereunder (other than in connection with the Initial Public Equity Offering to permit the termination fee described in Section 4.07(b)(6)), (ii) enter into any other agreement with any Caxton Shareholder the terms of which obligate the Company or any Restricted Subsidiary to pay any fees similar to those payable under the Caxton Management Agreement or (iii) pay (or permit any Restricted Subsidiary to pay) any agreement as fees and expenses under the Caxton Management Agreement if such fees and expenses may not be paid under Section 4.07(b)(6) above unless, in effect on each case, the Closing Date or any renewals or extensions Holders of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements a majority in the ordinary course of business for the benefit of former, current or future directors or officers principal amount at maturity of the Borrower outstanding Securities consent to such amendment, modification or any or its Restricted Subsidiariesagreement.

Limitation on Affiliate Transactions. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) withwith (which term, or for purposes of this Section 7.6, shall include “for the benefit of, ” where appropriate in the context) any Affiliate of the Borrower that involves an amount in excess of $10,000,000 (an “Affiliate Transaction”) unless: : (i) the terms of the Affiliate Transaction are no not materially less favorable to the Borrower or such Restricted Subsidiary than those that could reasonably be expected to be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; ; and (ii) if such Affiliate Transaction involves an amount in excess of $5,000,00030,000,000, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (i) above are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an AffiliateBorrower. (b) The provisions of Section 6.07(a7.6(a) shall not apply to: prohibit: (i) (A) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.04; 7.1 or any Permitted Investment (or any Affiliate Transaction that would constitute a Restricted Payment or Permitted Investment but for the exclusions from such definitions and their component definitions) and (B) any Permitted Lien; (ii) any employment agreement or other employment compensation plan in existence on the Agreement Date or entered into thereafter in the ordinary course of business, including 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 of the Borrower; (iii) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiaries; (iv) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiaries; (v) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi) the issuance or sale of any Qualified Equity Interests of the Borrower; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted Subsidiaries.98

Limitation on Affiliate Transactions. (a) The Borrower shall LGEC will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist conduct any transaction (including the purchase, sale, lease lease, exchange or exchange other disposition of any property, employee compensation arrangements property or asset or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower LGEC (an “Affiliate Transaction”) involving consideration in excess of $30,000,000 unless: (i) the terms of the such Affiliate Transaction are no not materially less favorable to LGEC or such Restricted Subsidiary, as the Borrower case may be, than those that could have been obtained by LGEC or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings a comparable transaction with a Person who that is not an Affiliate;; and (ii) if in the event such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00060,000,000 (or with respect to transactions involving any item of Product, $90,000,000), the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of LGEC and by a majority of the Borrower (unless the members of such Board of Directors of having no personal stake in such transaction, if any (and such majority or majorities, as the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transactioncase may be, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect determines that such Affiliate Transaction is fair, from a financial standpoint, to satisfies the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time criteria in an arm’s-length transaction with a Person who was not an Affiliateclause (i) above). (b) The provisions of preceding Section 6.07(a7.5(a) shall will not apply to: (i) (A) transactions between or among LGEC and any Permitted Investmentof its Restricted Subsidiaries, and (B) any merger, amalgamation, or consolidation of LGEC and any direct parent of LGEC, provided, however that such parent shall have no Indebtedness other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Indebtedness that would be permitted to be made pursuant to Section 6.04Incurred by LGEC at the time of such merger, amalgamation, or consolidation and such merger, amalgamation, or consolidation is otherwise not prohibited by the terms of this Credit Agreement; (ii) any Restricted Payment permitted to be made under Section 7.2 or any Permitted Investments; (iii) any loan or issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of LGEC, restricted stock options plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of Officers and stock ownership plans approved by the Board of Directors of the Borrower; (iii) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiariesemployees; (iv) the payment of reasonable and customary fees and reimbursement of expenses paid to and indemnity provided on behalf of, directors of the Borrower and the LGEC or any Restricted Subsidiaries who are not employees of the Borrower or the Restricted SubsidiariesSubsidiary; (v) any transaction with agreement as in effect as of the BorrowerRestatement Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Lenders in any material respect in the good faith judgment of LGEC when taken as a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because whole than the Borrower or a Restricted Subsidiary owns an equity interest terms of the agreements in or otherwise controls such Restricted Subsidiary, joint venture or similar entityeffect on the Restatement Date; (vi) any agreement between any Person and an Affiliate of such Person existing at the issuance time such Person is acquired by or sale merged, amalgamated or consolidated into LGEC or a Restricted Subsidiary; provided, that such agreement was not entered into in contemplation of such acquisition or merger, amalgamation, or consolidation , or any Qualified Equity Interests amendment thereto (so long as any such agreement is not disadvantageous to the Lenders in the good faith judgment of LGEC when taken as a whole as compared to the Borrower; (vii) any applicable agreement as in effect on the Closing Date date of such acquisition or any renewals merger, amalgamation, or extensions consolidation ); (vii) transactions with customers, clients, suppliers, Joint Venture partners or purchasers or sellers of any goods or services (including, without limitation, licensing, production, co-production, services (e.g., shared services agreements), advertising, distribution, promotional or delivery agreements), in each case in the ordinary course of the business of LGEC and the Restricted Subsidiaries and otherwise in compliance with the terms of this Credit Agreement; provided that in the reasonable determination of LGEC, such agreement (so long as such renewals or extensions transactions are not on terms that are no less favorable to the Borrower LGEC or the relevant Restricted Subsidiaries) and Subsidiary than those that could reasonably have been obtained at the time of such transactions evidenced thereby; andin a comparable transaction by LGEC or such Restricted Subsidiary with an unrelated Person; (viii) any issuance or sale of Capital Stock (other than Disqualified Stock) to affiliates of LGEC and the granting of registration and other customary rights in connection therewith; (ix) the entering into of any tax sharing agreement or arrangement and performing under indemnification arrangements the performance thereunder; (x) any contribution to the capital of LGEC, or any sale of Capital Stock of LGEC (other than Disqualified Stock); (xi) transactions permitted by, and complying with, the provisions of Section 7.6; (xii) pledges of Capital Stock of Unrestricted Subsidiaries; (xiii) any employment agreements entered into by LGEC or any of its Restricted Subsidiaries in the ordinary course of business; (xiv) any distribution, license, participation, sale, lease, production, reproduction or co-financing agreement, guarantee, negative pick-up or other acquisition agreement, or other similar agreement to any of the foregoing, entered into in the ordinary course of business for the benefit and on an arm’s length basis; (xv) any Permitted Slate Transaction; and (xvi) any transaction effected as part of former, current or future directors or officers of the Borrower or any or its Restricted Subsidiariesa Qualified Receivables Financing.

Limitation on Affiliate Transactions. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower (an “Affiliate Transaction”) unless: unless (i1) the terms of the Affiliate Transaction thereof are no less favorable to the Borrower or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person person who is not an Affiliate; ; (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,000, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower Directors; and (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii3) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)20,000,000, the Board of Directors of the Borrower shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person person who was not an Affiliate. (b) The provisions of Section 6.07(a6.06(a) shall not apply to: prohibit (i1) any Permitted Investment, Investment (other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.04; 6.02; (ii2) 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 of the Borrower; Directors, (iii3) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent in accordance with the past practices of the Borrower or the its Restricted Subsidiaries; , but in any event not to exceed $2,000,000 in the aggregate outstanding at any one time; (iv4) the payment of reasonable fees to directors of the Borrower and the its Restricted Subsidiaries who are not employees of the Borrower or the its Restricted Subsidiaries; , the reimbursement of reasonable out-of-pocket expenses incurred by directors of the Borrower and its Restricted Subsidiaries in connection with attending meetings of the Board of Directors of the Borrower and its Restricted Subsidiaries, the payment of reasonable premiums in respect of customary director’s and officer’s insurance covering directors and officers of the Borrower and its Restricted Subsidiaries and the indemnification of directors and officers of the Borrower and its Restricted Subsidiaries in a manner and to an extent that is customary; (v5) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; ; (vi6) the issuance or sale of any Qualified Equity Interests (other than Disqualified Stock) of the Borrower; ; (vii7) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted Subsidiaries.

Limitation on Affiliate Transactions. (a1) The Borrower shall will not, and shall not nor will it permit any of its Restricted Subsidiary Subsidiaries to, enter into or permit to exist any transaction (including the purchase, salesell, lease or exchange of otherwise transfer any propertyproperty or assets to, employee compensation arrangements or the rendering of purchase, lease or otherwise acquire any service) property or assets from, or otherwise engage in any other transactions with, or for the benefit of, any Affiliate of the Borrower its Affiliates (an “Affiliate Transaction”) unless: ), except (i) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Borrower and the other Credit Parties not involving any other Affiliate, (iii) any Restricted Payment permitted by Section 6.02 or (iv) Permitted Investments; and unless the terms of the Affiliate Transaction are no less favorable to the Borrower or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; Affiliate and if, in the good faith judgment of the Board of Directors (ii) if whose determination shall be conclusive), no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction involves an amount is otherwise fair to the Borrower or the relevant Restricted Subsidiary from a financial point of view; and (2) (i) the Borrower will deliver to the Administrative Agent with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration to or from the Borrower or a Restricted Subsidiary in excess of $5,000,00010,000,000, the terms of the an Officers’ Certificate certifying that such Affiliate Transaction are set forth complies with the requirements of clause (1) above, and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration to or from the Borrower or a Restricted Subsidiary in writing and excess of $25,000,000, a majority of the non-employee directors Disinterested Members of the Borrower disinterested with respect to Board of Directors (or, if there is only one Disinterested Member, such Affiliate Transaction Disinterested Member) shall have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied with respect to such Affiliate Transaction(s) and shall have approved the relevant such Affiliate Transaction Transaction(s), as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party delivered to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower Administrative Agent and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in certified by an arm’s-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(a) shall not apply to: (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.04; (ii) 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 officers’ certificate as having been adopted by the Board of Directors of the Borrower; (iii) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiaries; (iv) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiaries; (v) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi) the issuance or sale of any Qualified Equity Interests of the Borrower; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted SubsidiariesDirectors.

Limitation on Affiliate Transactions. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, to enter into or permit to exist conduct any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower Company (an “Affiliate Transaction”) involving aggregate value in excess of the greater of $30.0 million and 7.5% of LTM EBITDA unless: (i1) the terms of the such Affiliate Transaction taken as a whole are no not materially less favorable to the Borrower Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the Affiliate Transaction execution of the agreement providing for such transaction in arm’s-arm’s length dealings with a Person who is not such an Affiliate;; and (ii2) if in the event such Affiliate Transaction involves an amount aggregate value in excess of the greater of $5,000,00060.0 million and 15% of LTM EBITDA, the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Company. Any Affiliate Transaction has no non-employee directors of shall be deemed to have satisfied the Borrower disinterested with respect to such Affiliate Transaction, requirements set forth in which case clause (iii2) below will apply to such Affiliate Transaction); and (iiiof this Section 3.8(a) if such Affiliate Transaction involves an amount in excess is approved by a majority of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Disinterested Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)Company, the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliateif any. (b) The provisions of Section 6.07(a3.8(a) above shall not apply to: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition Restricted Payment or other Restricted Payment, in each case transaction permitted to be made or undertaken pursuant to Section 6.043.3 (including Permitted Payments) or any Permitted Investment; (ii2) any issuance issuance, transfer or sale of (a) Capital Stock (other than Disqualified Stock), options, other equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant toto any Parent Entity, Permitted Holder or the funding offuture, employment arrangementscurrent or former employee, stock options and stock ownership plans approved by the Board of Directors director, officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) of the BorrowerCompany, any of its Subsidiaries or any of its Parent Entities and (b) directors’ qualifying shares and shares issued to foreign nationals as required under applicable law; (iii3) loans any Management Advances and any waiver or advances transaction with respect thereto; (4) (a) any transaction between or among the Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company and such merger, amalgamation or consolidation is otherwise permitted under this Indenture; (5) the payment of compensation, fees, costs and expenses to, and indemnities (including under insurance policies) and reimbursements, employment and severance arrangements, and employee benefit and pension expenses provided on behalf of, or for the benefit of, future, current or former employees, directors, officers, managers, contractors, consultants, distributors or advisors (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any Parent Entity or any Restricted Subsidiary (whether directly or indirectly and including through their Controlled Investment Affiliates or Immediate Family Members); (6) the entry into and performance of obligations of the Company or any of the Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to employees made or for purposes of funding, any agreement or instrument in effect as of or on the Issue Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this Section 3.8 or to the extent not disadvantageous in any material respect in the reasonable determination of the Company to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (7) any transaction effected as part of a Qualified Securitization Financing or Receivables Facility, any disposition or acquisition of Securitization Assets, Receivables Assets or related assets in connection with any Qualified Securitization Financing or Receivables Facility; (8) transactions with customers, vendors, clients, joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of business for bona fide business purposes and or consistent with past practices practice, which are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the Borrower Company, or the Restricted Subsidiariesare on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (iv) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiaries; (v9) any transaction with between or among the Borrower, Company or any Restricted Subsidiary and any Person (including a joint venture or an Unrestricted Subsidiary) that is an Affiliate of the Company or an Associate or similar entity solely because the Company or a Restricted Subsidiary or joint venture or similar entity which would constitute an any Affiliate Transaction solely because of the Borrower Company or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Restricted SubsidiaryAffiliate, joint venture Associate or similar entity; (vi10) the issuance any issuance, sale or sale transfer of any Qualified Equity Interests Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the BorrowerCompany, any Parent Entity or any of its Restricted Subsidiaries or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the Company or any Restricted Subsidiary; (vii11) (i) payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly), including to its affiliates or its designees, of management, consulting, monitoring, refinancing, transaction, advisory, indemnities and other fees, costs and expenses (plus any unpaid management, consulting, monitoring, transaction, advisory, indemnities and other fees, costs and expenses accrued in any prior year) and any exit and termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event, including an initial public offering) and (ii) payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent Entity) for 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 in the case of each of clauses (i) and (ii) in the reasonable determination of the Company or do not exceed the greater of $3.0 million and 0.75% of LTM EBITDA; (12) payment to any Permitted Holder of all out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Company and its Subsidiaries; (13) the Transactions and the payment of all fees, costs and expenses (including all legal, accounting and other professional fees, costs and expenses) related to the Transactions, including Transaction Expenses; (14) transactions in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Company or any Restricted Subsidiary of its obligations under the terms of, any equityholders, investor rights or similar agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it (or any Parent Entity) may enter into thereafter; provided that the existence of, or the performance by the Company or any Restricted Subsidiary (or any Parent Entity) of its obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause to the extent that the terms of any such amendment or new agreement are not otherwise, when taken as a whole, more disadvantageous to the Holders in any material respect in the reasonable determination of the Company than those in effect on the Closing Date Issue Date; (16) any purchases by the Company’s Affiliates of Indebtedness or Disqualified Stock of the Company or any renewals of the Restricted Subsidiaries the majority of which Indebtedness or extensions Disqualified Stock is purchased by Persons who are not the Company’s Affiliates; provided that such purchases by the Company’s Affiliates are on the same terms as such purchases by such Persons who are not the Company’s Affiliates; (17) (i) investments by Affiliates in securities or loans of the Company or any of the Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such agreement (Affiliates in connection therewith) so long as the investment is being offered by the Company or such renewals Restricted Subsidiary generally to other non-affiliated third party investors on the same or extensions are not less more favorable terms and (ii) payments to Affiliates in respect of securities or loans of the Company or any of the Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (18) payments by any Parent Entity, the Company and its Restricted Subsidiaries pursuant to any tax sharing or receivable agreements or other equity agreements in respect of Related Taxes among any such Parent Entity, the Company and its Restricted Subsidiaries on customary terms to the Borrower extent attributable to the ownership or operation of the Restricted Company and its Subsidiaries) and the transactions evidenced thereby; and; (viii19) entering payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its Parent Entities pursuant to any management equity plan, stock option plan, phantom equity plan or any other management, employee benefit or other compensatory plan or agreement (and any successor plans or arrangements thereto), employment, termination or severance agreement, or any stock subscription or equityholder agreement with any such employee, director, officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the Company in good faith; (20) any management equity plan, stock option plan, phantom equity plan or any other management, employee benefit or other compensatory plan or agreement (and any successor plans or arrangements thereto), employment, termination or severance agreement, or any stock subscription or equityholder agreement between the Company or its Restricted Subsidiaries and any distributor, employee, director, officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) approved by the reasonable determination of the Company or entered into in connection with the Transactions; (21) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under Section 3.5 or entered into with any Business Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (22) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary as described in Section 3.20 and performing under indemnification arrangements pledges of Capital Stock of Unrestricted Subsidiaries; (23) (i) any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor and (ii) any operational services arrangement entered into between the Company or any Restricted Subsidiary and any Affiliate of the Company, in each case, which is approved as being no worse than a transaction on an arm’s length basis by the reasonable determination of the Company; (24) intellectual property licenses and research and development agreements in the ordinary course of business for or consistent with past practice; (25) payments to or from, and transactions with, any Subsidiary or any joint venture in the benefit ordinary course of formerbusiness or consistent with past practice (including any cash management arrangements or activities related thereto); (26) the payment of fees, current costs and expenses related to registration rights and indemnities provided to equityholders pursuant to equityholders, investor rights, registration rights or future directors or officers similar agreements; (27) transactions undertaken in the ordinary course of business pursuant to membership in a purchasing consortium; (28) Permitted Intercompany Activities, Permitted Tax Restructurings, Intercompany License Agreements and related transactions; and (29) transactions related to a Permitted Change of Control, the payment of Permitted Change of Control Costs and the issuance of Capital Stock to the management of the Borrower Company or any or of its Restricted SubsidiariesSubsidiaries in connection with a Permitted Change of Control. (c) In addition, if the Company or any of its Restricted Subsidiaries (i) purchases or otherwise acquires assets or properties from a Person which is not an Affiliate, the purchase or acquisition by an Affiliate of the Company of an interest in all or a portion of the assets or properties acquired shall not be deemed an Affiliate Transaction (or cause such purchase or acquisition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction) or (ii) sells or otherwise disposes of assets or other properties to a Person who is not an Affiliate, the sale or other disposition by an Affiliate of the Company of an interest in all or a portion of the assets or properties sold shall not be deemed an Affiliate Transaction (or cause such sale or other disposition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction).

Limitation on Affiliate Transactions. (aA) The Borrower shall Issuer will not, and shall will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Issuer (an “Affiliate Transaction”) unless: (i) the terms of the Affiliate Transaction are no less favorable to the Borrower Issuer or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (ii) if such Affiliate Transaction involves an amount in excess of ten million dollars ($5,000,00010,000,000), the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower Issuer disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)Directors; and (iii) if such Affiliate Transaction involves an amount in excess of twenty million dollars ($10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction20,000,000), the Board of Directors of the Borrower shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and Issuer or the applicable Restricted Subsidiaries Subsidiary or is not materially less favorable to the Borrower and Issuer or the applicable Restricted Subsidiaries Subsidiary than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (bB) The provisions of Section 6.07(a4.06(A) shall not apply toprohibit: (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made not prohibited pursuant to Section 6.044.03; (ii) 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 of the BorrowerDirectors; (iii) loans or advances to employees made or consultants in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower Issuer or the its Restricted Subsidiaries; (iv) the payment of reasonable fees to directors and compensation to, or the provision of employee benefit arrangements and indemnity for the benefit of, directors, officers, employees and consultants of the Borrower Issuer and the its Restricted Subsidiaries who are not employees in the ordinary course of the Borrower or the Restricted Subsidiariesbusiness; (v) any transaction with between or among the BorrowerIssuer, a any Restricted Subsidiary Subsidiary, any Co-investment Vehicle or joint venture or similar entity (including any separate account or investment program managed, operated or sponsored by an Investment Subsidiary) which would constitute an Affiliate Transaction solely because the Borrower Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, Co-investment Vehicle, joint venture or similar entityentity (including any separate account or investment program managed, operated or sponsored by an Investment Subsidiary); (vi) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerIssuer or Parent; (vii) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) or warrant agreement to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (vii) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Noteholders in any material respect; (viii) any agreement as in effect on the Closing Issue Date and described or incorporated by reference in the Prospectus Supplement, or any renewals renewals, extensions or extensions amendments of any such agreement (so long as such renewals renewals, extensions or extensions amendments are not less favorable to the Borrower Issuer or the Restricted Subsidiaries) and the transactions evidenced thereby; and; (viiiix) entering into and performing under indemnification arrangements transactions with customers, clients, suppliers or agreements purchasers or sellers of goods or services in each case in the ordinary course of business for and otherwise in compliance with the benefit of former, current or future directors or officers terms of the Borrower or any applicable Indenture which are fair to the Issuer or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer 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; and (x) the repurchase or other acquisition of the Parent’s warrants outstanding as of the Issue Date, pursuant to the terms of a plan (or amendment thereto) approved by the Board of Directors of Parent.

Limitation on Affiliate Transactions. (a) The Borrower Issuer shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower Issuer (an “Affiliate Transaction”"AFFILIATE TRANSACTION") unless: unless the terms thereof (i) the terms of the Affiliate Transaction are no less favorable to the Borrower Issuer or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction such transaction in arm’sarm's-length dealings with a Person who is not such an Affiliate; , (ii) if such Affiliate Transaction involves an amount in excess of $5,000,0005.0 million, the terms of the Affiliate Transaction (A) are set forth in writing and (B) have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of having no personal stake in such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 10.0 million, have been determined by a nationally recognized accounting or investment banking firm (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect "INDEPENDENT FINANCIAL ADVISOR") to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is be fair, from a financial standpoint, to the Borrower Issuer and its Restricted Subsidiaries. Notwithstanding clause (ii)(B) above, in the Restricted Subsidiaries or is event that there are less than two members of the Board of Directors not materially less favorable having a personal stake in any Affiliate Transaction, such Affiliate Transaction shall be permitted to exist so long as an Independent Financial Advisor has determined the terms of such Affiliate Transaction to be fair, from a financial standpoint, to the Borrower Issuer and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an AffiliateSubsidiaries. (b) The provisions of Section 6.07(athe previous paragraph (a) shall not apply to: prohibit (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.04; 4.07 or any Permitted Investment in an Unrestricted Subsidiary, (ii) any issuance of securities, or other payments, benefits, awards or grants in cash, securities or otherwise otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors Directors, (iii) the grant of stock options or similar rights to employees and directors of the Borrower; Issuer pursuant to plans approved by the Board of Directors and the entering into of agreements relating thereto, (iiiiv) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent in accordance with the past practices of the Borrower Issuer or the its Restricted Subsidiaries; , but in any event not to exceed $2.5 million in the aggregate outstanding at any one time, (ivv) the payment of reasonable fees to directors of the Borrower Issuer and the its Restricted Subsidiaries who are not employees of the Borrower Issuer or the its Restricted Subsidiaries; , (vvi) any transaction Tax Sharing Agreement; PROVIDED, HOWEVER, that the aggregate amount payable by the Issuer pursuant thereto shall not exceed the amount of taxes that the Issuer and its Subsidiaries would have been liable for if the Issuer and its Subsidiaries were to file a consolidated federal income tax return as an affiliated group, within the meaning of Section 1504(a) of the Code, of which the Issuer is the common parent, (vii) indemnification agreements with, and the payment of fees and indemnities to, directors, officers and employees of the Issuer and its Restricted Subsidiaries, in each case in the ordinary course of business, (viii) any employment, deferred compensation, consulting, noncompetition, confidentiality or similar agreement entered into by the Issuer and its Restricted Subsidiaries with its employees in the Borrowerordinary course of business, (ix) payments by the Issuer or any of its Restricted Subsidiaries to the Permitted Holders (described in clause (i) of such definition) and their Affiliates made pursuant to any financial advisory, financing, underwriting or placement agreement, or in respect of other investment banking activities, in each case as determined by the Board of Directors in good faith, (x) any Affiliate Transaction between the Issuer and a Wholly Owned Subsidiary or between Wholly Owned Subsidiaries, (xi) any Affiliate Transaction between the Issuer and a Restricted Subsidiary or joint venture between Restricted Subsidiaries, in each case approved by the Board of Directors in good faith, (xii) the performance by Scotsman Holdings, the Issuer and any Subsidiary or similar entity Scotsman Hold- ings or the Issuer of the Recapitalization Agreement as in effect on May 22, 1997, (xiii) the pledge of any Capital Stock of Unrestricted Subsidiaries to support the Indebtedness thereof, (xiv) sales or issuances of Capital Stock (other than Disqualified Capital Stock) to Affiliates of the Issuer, (xv) transactions in connection with a Permitted Units Financing (as to which would constitute an Affiliate Transaction solely because the Borrower Board approval requirements, in the definition of Permitted Units Financing will apply), (xvi) transactions and payments contemplated by any agreement in effect on the date of this Indenture or any amendment thereto or any replacement agreement therefor, so long as any such amendment or replacement agreement, taken as a whole, is not more disadvantageous to the Issuer or such Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi) as the issuance or sale of any Qualified Equity Interests of the Borrower; (vii) any original agreement as in effect on the Closing Date date of this Indenture and (xvii) any merger or any renewals other transaction with an Affiliate for the purpose of reincorporating the Issuer in another jurisdiction and/or for the purpose of forming a holding company or extensions the merger of any such agreement (Scotsman Holdings into the Issuer prior to the first Public Equity Offering, so long as such renewals or extensions are not less favorable to as, in each case, the Borrower or the Restricted Subsidiaries) shareholders (and the transactions evidenced thereby; and (viiipercentage of shares held by the shareholders) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower Issuer do not change or any or its Restricted Subsidiariesare the same in such holding company.

Limitation on Affiliate Transactions. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Company (an “Affiliate Transaction”"AFFILIATE TRANSACTION") unless: (i1) the terms of the Affiliate Transaction are no less favorable to the Borrower Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-arm's length dealings with a Person who is not an Affiliate; (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,0005.0 million, the material terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i8.07(a)(1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)Company; and (iii3) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)20.0 million, the Board of Directors of the Borrower Company shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower Company and the its Restricted Subsidiaries or is not materially less favorable to the Borrower Company and the its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’sarm's length transaction with a Person who was not an Affiliate. Notwithstanding Section 8.07(a)(2), in the event that there are no disinterested members of the Board of Directors in any Affiliate Transaction, such Affiliate Transaction shall be permitted to exist so long as an Independent Qualified Party has determined the terms of such Affiliate Transaction to be fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(a8.07(a) shall not apply toprohibit: (i1) any Permitted Investment, Investment (other than a Permitted Investment, referred to Investment (except for Permitted Investments described in clauses clause (1), (2) or (153) of Permitted Investment the definition thereof)) or other Restricted Payment, in each case permitted to be made pursuant to Section 6.048.04 or any Investment in an Unrestricted Subsidiary constituting a Permitted Investment; (ii2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment employment, compensation or severance arrangements, stock options and stock ownership plans approved by the Board of Directors of the BorrowerCompany; (iii3) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower Company or the its Restricted Subsidiaries, but in any event not to exceed $5.0 million in the aggregate outstanding at any one time; (iv4) the payment of reasonable compensation or employee benefits to, and the provision of an indemnity for the benefit of, directors, officers or employees of the Company or its Restricted Subsidiaries in the ordinary course of business; (5) the payment of reasonable fees to directors of the Borrower Company and the its Restricted Subsidiaries who are not employees of the Borrower Company or the its Restricted Subsidiaries; (v6) any commercial banking, commercial lending, investment banking, brokerage, securities trading, market making, money management, financial advisory or other similar transaction, including the payment of customary fees with respect thereto, with an Affiliate of J.P. Morgan Partners, LLC that is approved by a majority of xxx xxxxxxors of the Company disinterested with respect to such transaction; (7) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi) 8) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerCompany; (vii9) any agreement that provides registration rights to the shareholders of the Company; (10) any merger, consolidation or reorganization of the Company with (i) an Affiliate solely for the purpose and with the sole effect of forming a holding company or reincorporating the Company in a new jurisdiction or (ii) Interline Delaware; (11) any transaction with a Receivables Subsidiary pursuant to a Qualified Receivables Transaction; (12) the entering into of a tax sharing agreement, or payments pursuant thereto, between the Company and one or more Subsidiaries, on the one hand, and any other Person with which the Company and such Subsidiaries are required or permitted to file a consolidated tax return or with which the Company and such Subsidiaries are part of a consolidated group for tax purposes, on the other hand, which payments by the Company and the Restricted Subsidiaries are not in excess the payments described in clause (2) of the definition of Permitted Payments to Interline Delaware; (13) indemnification agreements with, and the payment of the fees and indemnities to, directors, officers and employees of the Company and its Restricted Subsidiaries, in each case in the ordinary course of business; (14) any employment, deferred compensation, consulting, noncompetition, confidentiality or similar agreement entered into by the Company and its Restricted Subsidiaries with its employees or directors in the ordinary course of business; and (15) any agreement as in effect on the Closing Issue Date and described in the Prospectus or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower Company or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted Subsidiaries.

Limitation on Affiliate Transactions. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower Company (an “Affiliate Transaction”"AFFILIATE TRANSACTION") unless: unless (i1) the terms of the Affiliate Transaction thereof are no less favorable to the Borrower Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction such transaction in arm’sarm's-length dealings with a Person who is not such an Affiliate; , (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,0001.0 million, the terms of the Affiliate Transaction thereof (i) are set forth in writing and (ii) have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower and (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii3) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect 5.0 million, have been determined by a nationally recognized investment banking firm to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is be fair, from a financial standpoint, to the Borrower Company and the its Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an AffiliateSubsidiaries. (b) The provisions of Section 6.07(a5.13(a) shall not apply to: prohibit (i) any Restricted Payment permitted to be paid pursuant to Section 5.10 or any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.04; (ii) any issuance of securities, or other payments, compensation, benefits, 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 Directors, (iii) the grant of stock options or similar rights to employees and directors of the Borrower; Company pursuant to plans approved by the Board of Directors, (iiiiv) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent in accordance with the past practices of the Borrower Company or the its Restricted Subsidiaries; , but in any event not to exceed $500,000 in aggregate principal amount outstanding at any one time, (ivv) the payment of reasonable fees to directors of the Borrower Company and the its Restricted Subsidiaries who are not employees of the Borrower Company or the its Restricted Subsidiaries; , (vvi) any transaction with Affiliate Transaction between the Borrower, Company and a Wholly-Owned Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a between Wholly-Owned Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted SubsidiarySubsidiaries, joint venture or similar entity; (vi) the issuance or sale of any Qualified Equity Interests of the Borrower; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted SubsidiariesIndebtedness permitted by Section 5.08(b)(2) and the transactions evidenced thereby; and (viii) entering into any Affiliate Transaction between any Restricted Subsidiary doing business in the United Kingdom and performing under indemnification arrangements a Subsidiary wholly-owned by it directly related to the origination, purchase, funding, sale or agreements securitization of Receivables in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted Subsidiariessuch Subsidiary.

Limitation on Affiliate Transactions. (a) The Borrower shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, make, amend or permit to exist conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with), contract, agreement or understanding with or for the benefit of, of any Affiliate of the Borrower Company (an “Affiliate Transaction”) unless: (i1) the terms of the such Affiliate Transaction are no not materially less favorable to the Borrower Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could reasonably be expected to be obtained in a comparable transaction at the time of the Affiliate Transaction such transaction in arm’s-length dealings with a Person who is not such an Affiliate;; and (ii2) either: (a) if such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00020.0 million but not greater than $50.0 million, the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction satisfies the criteria in clause (1) above, or (b) if such Affiliate Transaction involves an aggregate consideration in excess of $50.0 million, the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction satisfies the criteria in clause (1) above and that the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of Company having no personal stake in such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below transaction. The preceding paragraph will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(a) shall not apply to: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.041112 or any Permitted Investment; (ii2) any issuance of securitiesCapital Stock (other than Disqualified Stock), or other payments, awards or grants in cash, securities Capital Stock (other than Disqualified Stock) or otherwise pursuant to, or the funding of, employment or severance agreements and other compensation arrangements, options to purchase Capital Stock (other than Disqualified Stock) of the Company, restricted stock options plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or insurance and stock ownership plans indemnification arrangements provided to or for the benefit of directors and employees approved by the Board of Directors of the BorrowerCompany; (iii3) loans or advances to employees made employees, officers or directors in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower Company or the any of its Restricted Subsidiaries; (iv4) advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the payment ordinary course of reasonable fees to directors business of the Borrower and the Restricted Subsidiaries who are not employees Company or any of the Borrower or the its Restricted Subsidiaries; (v5) any transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries and Guarantees issued by the Company or a Restricted Subsidiary for the benefit of the Company or a Restricted Subsidiary, as the case may be, in accordance with Section 1111; (6) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower Company or a Restricted Subsidiary owns owns, directly or indirectly, an equity interest Equity Interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi7) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerCompany or the receipt by the Company of any capital contribution from its shareholders; (vii) any agreement as in effect on 8) indemnities of officers, directors and employees of the Closing Date Company or any renewals of its Restricted Subsidiaries permitted by bylaw or extensions of statutory provisions and any such employment agreement (so long as such renewals or extensions are not less favorable to the Borrower other employee compensation plan or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering arrangement entered into and performing under indemnification arrangements or agreements in the ordinary course of business for by the benefit of former, current or future directors or officers of the Borrower Company or any or of its Restricted Subsidiaries; (9) the payment of reasonable compensation and fees paid to, and indemnity provided on behalf of, officers or directors of the Company or any Restricted Subsidiary; (10) the performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any agreement to which the Company or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date will be permitted only to the extent that its terms are not materially more disadvantageous, taken as a whole, to the Holders of the Notes than the terms of the agreements in effect on the Issue Date; (11) 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 the Indenture, provided that in the reasonable determination of the Board of Directors of the Company or the senior management of the Company, such transactions are on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company; (12) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in such Person; and (13) transactions between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or any direct or indirect parent company of the Company and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Company or such direct or indirect parent company, as the case may be, on any matter involving such other Person.

Limitation on Affiliate Transactions. (a) The Borrower UCAR International shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower UCAR International (an “"Affiliate Transaction”") unless: unless (i1) the terms of the Affiliate Transaction are no less favorable to the Borrower UCAR International or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’sarm's-length dealings with a Person who is not an Affiliate; ; (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,00010.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower UCAR International disinterested with respect to such Affiliate Transaction Transactions have determined in good faith that the criteria set forth in Section 6.07(a)(iclause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower resolution; and (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii3) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)25.0 million, the Board of Directors of the Borrower UCAR International shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower UCAR International and the Restricted Subsidiaries or is not materially less favorable to the Borrower UCAR International and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’sarm's-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 6.07(athe preceding paragraph (a) shall will not apply to: prohibit (i1) any Permitted Investment, Investment (other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.04; 4.04; (ii2) any issuance of securities, or other payments, awards or grants in cash, securities cash or otherwise pursuant tosecurities, or the other perquisites, or any funding of, employment employee benefit trusts and similar arrangements, stock options and stock ownership plans in each case, to (i) executive officers of UCAR International as approved by the Board of Directors of UCAR International, (ii) all other employees of UCAR International and employees and directors of any of the Borrower; Restricted Subsidiaries as approved by an executive officer of UCAR International and (iii) directors of UCAR International who are not employees of UCAR International; (3) (i) loans or and advances, including loans and advances outstanding on the Issue Date, to employees made of UCAR International and the Restricted Subsidiaries not to exceed $6.0 million in the aggregate at any time outstanding and (ii) advances of payroll payments and expenses to employees in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiaries; business; (iv4) the payment of reasonable fees to directors and indemnities of the Borrower directors, officers and employees of UCAR International and the Restricted Subsidiaries who are not employees in the ordinary course of the Borrower business or the Restricted Subsidiaries; as required by governing corporate organizational documents, customary indemnification contracts or law; (v5) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower UCAR International or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; ; (vi6) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the Borrower; UCAR International or a capital contribution to UCAR International; or (vii7) any agreement as in effect on the Closing Issue Date and described in or incorporated by reference into the Offering Circular (including any lease, operating agreement, license, supply agreement or service agreement) or any renewals amendment, renewal or extensions extension of any such agreement (so long as such renewals amendment, renewal or extensions are extension is not less favorable to the Borrower UCAR International or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted Subsidiaries.

Limitation on Affiliate Transactions. (a) The Borrower shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, enter into into, renew or permit to exist extend any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower (an “"Affiliate Transaction”") unless: (i) unless the terms of the Affiliate Transaction thereof (1) are no less favorable to the Borrower or such Restricted Subsidiary (or, in the case of an Affiliate Transaction between the Borrower and a Restricted Subsidiary, are no less favorable to the Borrower or are, in the good faith determination of the Board of Directors, in the best interests of the Borrower) than those that which could be obtained at the time of the Affiliate Transaction such transaction in arm’sarm's-length dealings with a Person who is not such an Affiliate; Affiliate and (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,0002.5 million, the terms of the Affiliate Transaction thereof are set forth in writing and either (A) have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of or (B) for which the Borrower (unless or such Restricted Subsidiary delivers to the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received Administrative Agent a written opinion from an Independent Qualified Party of a nationally recognized investment banking firm stating that the transaction is fair to the effect that Borrower or such Affiliate Transaction is fair, Restricted Subsidiary from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliatepoint of view. (b) The provisions of Section 6.07(a7.05(a) shall not apply to: prohibit (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made paid pursuant to Section 6.04; 7.02, (ii) 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 Directors, (iii) the grant of stock options or similar rights to employees and directors of the Borrower; Borrower pursuant to plans approved by the Board of Directors, (iiiiv) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent in accordance with the past practices of the Borrower or the its Restricted Subsidiaries; ; (ivv) the payment of reasonable fees to directors of the Borrower and the its Restricted Subsidiaries who are not employees of the Borrower or the its Restricted Subsidiaries; (v) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; ; (vi) any payments or other transactions pursuant to any tax-sharing agreement between the issuance Borrower and any other Person with which the Borrower is required or sale permitted to file a consolidated tax return or with which the Borrower is or could be part of any Qualified Equity Interests of the Borrower; a consolidated group for tax purposes; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to Affiliate Transaction between the Borrower and a Wholly-Owned Restricted Subsidiary or the between Wholly-Owned Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements the Transaction; (ix) any employment or agreements in the ordinary course of business other agreement providing for the benefit of former, current or future directors or officers of compensation between the Borrower or any of its Restricted Subsidiaries and James T. Sullivan or Stephen M. Dyott that is approved, xx xxxx xxxxx, by txx Xxxxx xx Xxxxctors; (x) the payment of fees to Morgan Stanley & Co. Incorporated or its Affiliates fox xxxxnxxxx, xdvisory, consulting or investment banking services that the Board of Directors of the Borrower deems to be advisable or appropriate for the Borrower or any Restricted SubsidiariesSubsidiary to obtain (and including the payment to Morgan Stanley & Co. Incorporated or its Affiliates of xxx xnxxxxxxxing discounts or commissions or placement agency fees in connection with the issuance and sale of any securities by the Borrower or any Restricted Subsidiary of the Borrower), so long as the amount of such fees is no greater than the amount of fees which would be payable for such services in arm's-length dealings with a Person who is not an Affiliate; or (xi) sales of Capital Stock of Communications or the Borrower to Morgan Stanley & Co. Incorporated or its Affiliates.

Limitation on Affiliate Transactions. (a) The Borrower shall Issuer will not, and shall will not permit any of its Restricted Subsidiary to, Subsidiaries to enter into or permit to exist conduct any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower Issuer’s Affiliates (other than Holdings, the Issuer and the Restricted Subsidiaries or any entity that be-comes a Restricted Subsidiary as a result of such transaction) (an “Affiliate Transaction”) involving aggregate value in excess of $20.0 million unless: : (i1) the terms of the such Affiliate Transaction taken as a whole are no not materially less favorable to the Borrower Issuer or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained in a com-parable transaction at the time of such transaction or the Affiliate Transaction execution of the agreement providing for such transaction in arm’s-arm’s length dealings with a Person who is not such an Affiliate; ; and (ii2) if in the event such Affiliate Transaction involves an amount aggregate value in excess of $5,000,00060.0 million, the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Issuer or a Parent Entity. Any Affiliate Transaction has no non-employee directors of shall be deemed to have satisfied the Borrower disinterested with respect to such Affiliate Transaction, requirements set forth in which case clause (iii) below will apply to such Affiliate Transaction); and (iiiSection 3.8(a)(2) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors is approved by a majority of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)Disinterested Directors, the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliateif any. (b) The provisions of Section 6.07(a3.8(a) shall not apply to: (i) any Permitted Investment, other than a Permitted Investment, referred to in clauses : (1), (2) or (15) of Permitted Investment definition or other Investment; any Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.04; 3.3, or any Permitted (ii2) any issuance or sale of securitiesCapital Stock, options, other equity-related interests or other secu-rities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangementsor entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, pro-gram, agreement or arrangement, related trust or other similar agreement and other compensation arrange-ments, options, warrants or other rights to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any Parent Entity, restricted stock plans, long-term incentive plans, stock options and stock ownership appreciation rights plans, par-ticipation plans or similar employee benefits or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or in-demnities provided to or on behalf of, or for the benefit of future, present or former officers, employees, di-rectors or consultants approved by the Board of Directors of the Borrower; (iii) loans or advances to employees made Issuer, in each case in the ordinary course of business for bona fide business purposes and or consistent with past practices of the Borrower or the Restricted Subsidiaries; practice; (iv) the payment of reasonable fees to directors of the Borrower and the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiaries; (v3) any Management Advances and any waiver or transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi) the issuance or sale of any Qualified Equity Interests of the Borrower; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced therebyrespect thereto; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for the benefit of former, current or future directors or officers of the Borrower or any or its Restricted Subsidiaries.-83-

Limitation on Affiliate Transactions. (a) The Borrower shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, make, amend or permit to exist conduct any transaction (including making a payment to, the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with), contract, agreement or understanding with or for the benefit of, of any Affiliate of the Borrower Company (an “Affiliate Transaction”) unless: (i1) the terms of the such Affiliate Transaction are no not materially less favorable to the Borrower Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could reasonably be expected to be obtained in a comparable transaction at the time of the Affiliate Transaction such transaction in arm’s-length dealings with a Person who is not such an Affiliate;; and (ii2) either: (a) if such Affiliate Transaction involves an amount aggregate consideration in excess of $5,000,00020.0 million but not greater than $50.0 million, the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction satisfies the criteria in Section 4.12(a)(1) above, or (b) if such Affiliate Transaction involves an aggregate consideration in excess of $50.0 million, the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction satisfies the criteria in Section 4.12(a)(1) above and that the terms of the Affiliate Transaction are set forth in writing and such transaction have been approved by a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of Company having no personal pecuniary interest in such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliatetransaction. (b) The provisions of Section 6.07(a4.12(a) shall not apply toto and does not prohibit: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case Payment permitted to be made pursuant to Section 6.044.08 or any Permitted Investment; (ii2) any issuance of securitiesCapital Stock (other than Disqualified Stock), or other payments, awards or grants in cash, securities Capital Stock (other than Disqualified Stock) or otherwise pursuant to, or the funding of, employment or severance agreements and other compensation arrangements, options to purchase Capital Stock (other than Disqualified Stock) of the Company, restricted stock options plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or insurance and stock ownership plans indemnification arrangements provided to or for the benefit of directors and employees approved by the Board of Directors of the BorrowerCompany; (iii3) loans or advances to employees made employees, officers or directors in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower Company or any of its Restricted Subsidiaries not to exceed $5.0 million in the aggregate at any one time outstanding; (4) advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business of the Company or any of its Restricted Subsidiaries; (iv5) any transaction between the payment of reasonable fees to directors Company and a Restricted Subsidiary or between Restricted Subsidiaries, and Guarantees issued by the Company or a Restricted Subsidiary for the benefit of the Borrower and Company or a Restricted Subsidiary, as the Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiariescase may be, in accordance with Section 4.07; (v6) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity which (other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Borrower Company or a Restricted Subsidiary owns owns, directly or indirectly, an equity interest Equity Interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi7) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the BorrowerCompany to, or the receipt by the Company of any capital contribution from its stockholders; (vii) any agreement as in effect on 8) indemnities of officers, directors and employees of the Closing Date Company or any renewals of its Restricted Subsidiaries permitted by bylaw or extensions of statutory provisions and any such employment agreement (so long as such renewals or extensions are not less favorable to the Borrower other employee compensation plan or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering arrangement entered into and performing under indemnification arrangements or agreements in the ordinary course of business for by the benefit of former, current or future directors or officers of the Borrower Company or any or of its Restricted Subsidiaries; (9) the payment of reasonable compensation and fees paid to, and indemnity provided on behalf of, officers or directors of the Company or any Restricted Subsidiary; (10) the performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any agreement to which the Company or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date will be permitted only to the extent that its terms are not materially more disadvantageous, taken as a whole, to the Holders of the Notes than the terms of the agreements in effect on the Issue Date; (11) 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 Indenture, provided that in the reasonable determination of the Board of Directors of the Company or the senior management of the Company, such transactions are on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company; (12) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in such Person; and (13) transactions between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or any direct or indirect parent company of the Company, and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Company or such direct or indirect parent company, as the case may be, on any matter involving such other Person.

Limitation on Affiliate Transactions. (a) The Borrower shall Each of Superior Energy and Issuer will not, and shall will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Borrower Issuer or Superior Energy (an “Affiliate Transaction”) if such Affiliate Transaction involves aggregate consideration in excess of $1 million unless: (i1) the terms of the Affiliate Transaction are no less favorable to the Borrower Superior Energy, Issuer or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate;; and (2) Issuer delivers to the trustee: (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of at least $20 million but equal to or less than $40 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above; and (ii) if such with respect to any Affiliate Transaction involves an amount or series of related Affiliate Transactions involving aggregate consideration in excess of $5,000,00040 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in Section 6.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower Superior Energy set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (unless the Board of Directors of the Borrower at the time of 1) above and that such Affiliate Transaction has no non-employee directors been approved by a majority of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction); and (iii) if such Affiliate Transaction involves an amount in excess members of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the its Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction), the Board of Directors of the Borrower shall have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Borrower and the Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an AffiliateDirectors. (b) The provisions of Section 6.07(a4.11(a) shall will not apply toprohibit: (i1) any a Restricted Payment or Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other Restricted Payment, in each case permitted to be made pursuant to Section 6.044.07 hereof. (2) any employment, equity award, equity option or equity appreciation agreement or plan, agreement or other similar compensation plan entered into by Superior Energy, Issuer or any Restricted Subsidiary in the ordinary course of business; (ii) 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 of the Borrower; (iii3) loans or advances to officers, directors and employees made for moving, entertainment and travel expense, drawing accounts and similar expenditures for other business purposes, in each case, in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower Superior Energy, Issuer or the any of their Restricted Subsidiaries; (iv4) maintenance in the payment ordinary course of reasonable fees to directors business of the Borrower customary benefit programs or arrangements for employees, officers or directors, including health and the Restricted Subsidiaries who are not employees of the Borrower life insurance plans, deferred compensation plans and retirement or the Restricted Subsidiariessavings and similar plans; (v5) any agreement as in effect as of the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Holders in any material respect in the good faith judgment of Senior Management (except to the extent the arrangement is valued in excess of $40.0 million, in which case, in the good faith judgment of the Board of Directors of Superior Energy), when taken as a whole, than the terms of the agreements in effect on the Issue Date; (6) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of the business of Superior Energy, Issuer and their Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture; provided that in the reasonable determination of Senior Management (except to the extent the arrangement is valued in excess of $40.0 million, in which case, in the reasonable determination of the Board of Directors of Superior Energy), such transactions are on terms that are no less favorable to Superior Energy, Issuer or the relevant Restricted Subsidiary than those that could have been obtained at the time of such transactions in a comparable transaction by Superior Energy, Issuer or such Restricted Subsidiary with an unrelated Person; (7) any transaction with the Borrower, a Restricted Subsidiary or joint venture or similar entity (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Borrower Superior Energy, Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (vi8) reasonable fees and reasonable compensation paid to, and indemnity and similar arrangements provided on behalf of, officers, directors and employees of Superior Energy, Issuer or any Restricted Subsidiary, to the extent such fees and compensation are reasonable and customary; (9) any Affiliate Transaction between Issuer and a Restricted Subsidiary or between Restricted Subsidiaries; (10) the issuance or sale of any Qualified Equity Interests Capital Stock (other than Disqualified Stock) of the Borrower; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced therebySuperior Energy; and (viii11) entering into transactions where the rates or charges involved, and performing under indemnification arrangements or agreements in related terms of payment, are determined by competitive bids and the ordinary course of business for the benefit of former, current or future directors or officers interest of the Borrower or any or its Restricted SubsidiariesAffiliate arises solely from such Person’s status as a non-employee member of the Board of Directors of Superior Energy and which otherwise comply with clauses (1) and (2), as applicable, of the preceding paragraph (a).

Limitation on Affiliate Transactions. (a) The Borrower shall Company ------------------------------------ will not, and shall will not permit any Restricted Subsidiary to, to enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, with any Affiliate of the Borrower Company (an “"Affiliate Transaction”") unless: (i1) the terms of the Affiliate Transaction is made in (A) good faith and (B) on terms which are no less favorable fair and reasonable to the Borrower Company or such Restricted Subsidiary than those that could be obtained at Subsidiary, as the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliatecase may be; (ii2) if such Affiliate Transaction involves an amount in excess of $5,000,0005 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Borrower Company disinterested with respect to such Affiliate Transaction Transactions have determined in good faith that the criteria set forth in Section 6.07(a)(isubsection 4.07(a)(1)(B) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Borrower (unless the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction, in which case clause (iii) below will apply to such Affiliate Transaction)Resolution; and (iii3) if such Affiliate Transaction involves an amount in excess of $10,000,000 (or if such Affiliate Transaction involves an amount in excess of $5,000,000 and the Board of Directors of the Borrower at the time of such Affiliate Transaction has no non-employee directors of the Borrower disinterested with respect to such Affiliate Transaction)15 mil- lion, the Board of Directors of the Borrower shall also have received a written opinion from an Independent Qualified Party investment banking firm, an accounting firm or an appraisal firm of national prominence, with experience in evaluating the terms and conditions of such type of business or transactions that is not an Affiliate of the Company to the effect that such Affiliate Transaction is fair, fair from a financial standpointpoint of view, to the Borrower Company and the its Restricted Subsidiaries or is not materially less favorable to the Borrower and the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an AffiliateSubsidiaries. (b) The provisions of Section 6.07(a4.07(a) shall not apply toprohibit: (i1) any Permitted Investment, other than a Permitted Investment, referred to in clauses (1), (2) or (15) of Permitted Investment definition or other and any Restricted Payment, in each case Payment permitted to be made paid pursuant to Section 6.044.04; (ii2) any issuance of securities, or other payments, awards 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 disinterested members of the Board of Directors of the BorrowerDirectors; (iii) loans or advances to employees made in the ordinary course of business for bona fide business purposes and consistent with past practices of the Borrower or the Restricted Subsidiaries; (iv3) the payment of reasonable fees to directors of the Borrower Company and the its Restricted Subsidiaries who are not employees of the Borrower or the Restricted Subsidiaries(including, without limitation, customary directors' fees, indemnification and similar arrangements, consulting fees and incentive arrangements); (v4) any transaction with the Borrower, a Restricted Subsidiary or joint venture grant of stock options or similar entity which would constitute an Affiliate Transaction solely because rights to employees and directors of the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entityCompany pursuant to plans approved by the disinterested members of the Board of Directors; (vi5) the issuance or sale of any Qualified Equity Interests of the Borrower; (vii) any agreement as in effect on the Closing Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Borrower or the Restricted Subsidiaries) and the transactions evidenced thereby; and (viii) entering into and performing under indemnification arrangements or agreements in the ordinary course of business for (including expense advances and reimbursements) between the benefit of former, current or future directors or officers of the Borrower Company or any or of its Restricted Subsidiaries, on the one hand, and any employee thereof, on the other hand; (6) the granting and performance of registration rights for shares of Capital Stock of the Company under a written registration rights agreement approved by a majority of directors of the Company that are disinterested with respect to such transactions; (7) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of the Company or any of its Subsidiaries where such Affiliates are treated no more favorably than holders of such Indebtedness or such Capital Stock generally; (8) transactions with or among the Company and a Restricted Subsidiary or between or among Restricted Subsidiaries; (9) transactions undertaken pursuant to any arrangements in existence on and publicly disclosed on or prior to the Issue Date, as such arrangements may be amended or restated, renewed, extended, refinanced, refunded or replaced from time to time; provided that such amendment or restatement, renewal, extension, refinancing, refunding or replacement shall be on terms and conditions that are no less favorable to the Com- pany or any of its Restricted Subsidiaries, which, if determined by a majority of the disinterested members of the Board of Directors shall be conclusive; and (10) the repurchase of Capital Stock of the Company from directors, officers or employees of the Company or any Subsidiary permitted by Section 4.04.