Common use of Limitation on Affiliate Transactions Clause in Contracts

Limitation on Affiliate Transactions. (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (any such transaction or series of related transactions being “Affiliate Transactions”) involving aggregate value in excess of $50 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basis. (b) Section 4.09(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2) 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, 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, restricted stock plans, long-term incentive plans, stock 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 Issuer, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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 in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairly.

Limitation on Affiliate Transactions. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 €20.0 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 €50.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in Section 4.10(a)(2) if such Affiliate Transaction is approved by a majority of the Issuer resolving that such transaction complies with Section 4.09(a)(1)Disinterested Directors. An If there are no Disinterested Directors, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) Section 4.10 if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer Company or any of its Restricted Subsidiaries, 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 Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Company or such Restricted Subsidiary with an unrelated Person on arm’s-an arm’s length basis. (b) The provisions of Section 4.09(a4.10(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.054.06, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(204.06(c)(9)(b)) or any Permitted Investment (other than Permitted Investments as defined in clauses paragraphs (1)(b) or ), (2), (11) and (15) of the definition thereof); (2) 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, 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 IssuerCompany, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, stock 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 IssuerCompany, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables SubsidiarySubsidiaries; (5) 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 IssuerCompany, any Restricted Subsidiary of the Company or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and the entry into and performance of obligations of the Issuer Company 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseDate, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 4.10 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or cash pooling or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements)business, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer the Senior Management of the Issuer Company 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 in the ordinary course of business between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the Issuer Company or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent ExpensesSection 4.10(b)(12) hereof, (a) payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual customary management, consulting, monitoring or advisory fees and related expenses customary for portfolio companies of the Initial Investors described in an aggregate amount not to exceed an amount equal to clause (1) of the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; definition thereof and (b) customary payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization;and (12) payment to any transaction effected as part Permitted Holder of a Qualified Receivables Financing and other Investments all reasonable out-of-pocket expenses Incurred by such Permitted Holder in Receivables Subsidiaries consisting of cash connection with its direct or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into indirect investment in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer Company and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlyits Subsidiaries.

Limitation on Affiliate Transactions. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct suffer to exist any transaction or series of related transactions (transactions, including the sale, transfer, disposition, purchase, saleexchange or lease of assets, lease property or exchange services, other than as provided for in the Company’s partnership agreement, with, or for the benefit of any property or the rendering of any service) with any Affiliate Affiliates of the Issuer (any such transaction or series of related transactions being “Affiliate Transactions”) involving aggregate value in excess of $50 million Company unless: (1) the transaction or series of related transactions are between the Company and its Restricted Subsidiaries or between two Restricted Subsidiaries; or (2) the transaction or series of related transactions are on terms of such Affiliate Transaction taken as a whole that are not materially no less favorable to the Issuer Company or such the Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that which would have been obtained in a comparable transaction by at such time from an entity that is not an Affiliate of the Issuer Company or such Restricted Subsidiary, and, with respect to transaction(s) involving aggregate payments or value equal to or greater than $5 million, the Company shall have delivered an Officers’ Certificate to the Trustee certifying that the transaction(s) is on terms that are no less favorable to the Company or the Restricted Subsidiary with than those which would have been obtained from an unrelated Person on arm’s-length basisentity that is not an Affiliate of the Company or Restricted Subsidiary and has been approved by a majority of the Board of Directors, including a majority of the disinterested directors. (b) Section 4.09(a) The following items will not apply tobe deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 3.8(a) or otherwise be restricted by this Indenture or the Notes: (1) any Restricted Payment permitted to be made pursuant to Section 4.05employment agreement, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2) any issuance or sale of Capital Stockstock option agreement, optionsrestricted stock agreement, other equity-employee stock ownership plan related interests or other securitiesagreements, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, 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, optionsor synthetic leases, warrants or other rights to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, stock 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 Issuer, in each case in the ordinary course of business; (2) transactions permitted by Section 4.07 hereof; (3) any Management Advances transactions in the ordinary course of business in connection with reinsuring the self-insurance programs or other similar forms of retained insurance risks of the retail propane business operated by the Company, its Subsidiaries and any waiver or transaction with respect theretoAffiliates; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes affiliate trading transactions done in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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 in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (165) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary transaction that are on arm’s length terms or on is a basis that senior management of the Issuer reasonably believes allocates costs fairlyFlow-Through Acquisition.

Limitation on Affiliate Transactions. (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (any such transaction or series of related transactions being “Affiliate Transactions”) involving aggregate value in excess of $50 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) if the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basis. (b) Section 4.09(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2) 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, 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, restricted stock plans, long-term incentive plans, stock 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 Issuer, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Combination Date or entered into after the Issue Combination Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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 in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 50 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairly.

Limitation on Affiliate Transactions. (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate affiliate of the Issuer other than the Parent (any such transaction or series of related transactions being each, an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 50.0 million unless: (1) the terms of such Affiliate Transaction taken as a whole is on terms that are not materially no less favorable to the Issuer or such the relevant Restricted Subsidiary, as the case may be, Subsidiary than those that could be have been obtained in a comparable transaction at by the time of Issuer or such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings Restricted Subsidiary with a an unrelated Person who is not such an Affiliate, or, if there are in the good faith judgment of the Parent, no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms thatavailable with which to compare such Affiliate Transaction, taken as a whole, the Issuer has conclusively determined in good faith to be such Affiliate Transaction is fair to the Issuer or such the relevant Restricted SubsidiarySubsidiary from a financial or commercial point of view; and (2) in the event such Issuer delivers to the Trustee with respect to any Affiliate Transaction involves an (or series of related Affiliate Transactions) involving aggregate value consideration in excess of $100 100.0 million, a resolution of the terms Board of Directors of the Parent set forth in an officers’ certificate certifying that such transaction or series of related transactions have Affiliate Transaction complies with this Section 4.7 and that such Affiliate Transaction has been approved by a resolution of the majority of the disinterested members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall Parent, or a majority of the members of a conflicts committee thereof, as applicable. (b) The following items will not be deemed to have satisfied be Affiliate Transactions and, therefore, are not subject to Section 4.7(a): (1) reasonable fees and compensation paid to or for the requirements set forth benefit of any employee, officer or director of the Issuer, any of its Restricted Subsidiaries, and any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Issuer or any of its Restricted Subsidiaries existing on the Issue Date or entered into thereafter in the ordinary course of business, and any indemnities or other transactions permitted or required by bylaw, statutory provisions or any of the foregoing agreements, plans or arrangements; (2) transactions between or among the Issuer or its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an affiliate of the Issuer solely because the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) any issuance or sale of Equity Interests (other than Disqualified Stock) of the Issuer or the Issuer to affiliates of the Issuer; (5) Restricted Payments or Permitted Investments that do not violate Section 4.3; (6) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Issuer or a Restricted Subsidiary, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (7) in the case of contracts for purchase, gathering, processing, fractionating, sale, transportation and marketing of crude oil, natural gas, condensate and natural gas liquids, hedging agreements, and production handling, operating, construction, terminaling, storage, lease, platform use, compression, waste water treatment or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Issuer or any Restricted Subsidiary and third parties, or if neither the Issuer nor any Restricted Subsidiary has entered into a similar contract with a third party, that the terms are no less favorable than those available from third parties on an arm’s length basis, as determined in good faith by a majority of the disinterested members of the Board of Directors of the Parent or a majority of the members of a conflicts committee thereof; (8) the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under the terms of, any agreements that are described in the Offering Memorandum to which it is a party as of the date of the Offering Memorandum and any amendments thereto, and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under, any future amendment to such agreements or under any such similar agreements shall only be permitted by this clause (8) to the extent that the terms of any such amendment or new agreement, taken as a whole, are not less favorable to the Holders of the Notes in any material respect as determined in good faith by a majority of the disinterested members of the Board of Directors of the Parent or a majority of the members of a conflicts committee thereof; (9) if such Affiliate Transaction is with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Issuer or any of its Restricted Subsidiaries, a transaction in which such Person is treated no more favorably than the other holders of such Indebtedness or Equity Interests; (10) (i) guarantees by the Issuer or any of its Restricted Subsidiaries of the performance of obligations of Unrestricted Subsidiaries or Joint Ventures in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and (ii) pledges by the Issuer or any Restricted Subsidiary of Capital Stock in Unrestricted Subsidiaries or Joint Ventures for the benefit of lenders or other creditors of Unrestricted Subsidiaries or Joint Ventures as contemplated by clause (13) of the definition of “Permitted Liens” so long as any such transaction described in this clause (2) ii), if either (x) such Affiliate Transaction is involving aggregate consideration in excess of $100.0 million, has been approved by a majority of the Disinterested disinterested members of the Board of Directors of the Parent or a majority of the members of a conflicts committee thereof; (y11) any transaction in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that such transaction meets the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basis. (b) requirements of Section 4.09(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(204.7(a)(1)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2) 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, 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, restricted stock plans, long-term incentive plans, stock 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 Issuer, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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 in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because Person, a director of such other Person which is also a director of the Issuer or any Parent; provideda Restricted Subsidiary, however, provided that such director abstains from voting as a director of the Issuer or such Parentthe Restricted Subsidiary, as applicable, in connection with the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate approval of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlytransaction.

Limitation on Affiliate Transactions. (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (any such transaction or series of related transactions being “Affiliate Transactions”) involving aggregate value in excess of $50 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, Affiliate or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) if the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basis. (b) Section 4.09(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2) 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, 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, restricted stock plans, long-term incentive plans, stock 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 Issuer, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Combination Date or entered into after the Issue Combination Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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 in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 50 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairly.

Limitation on Affiliate Transactions. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of the greater of (i) $50 55.0 million and (ii) 10.0% of LTM EBITDA unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-arm’s length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of the greater of (a) $100 million75.0 million and (b) 15.0% of LTM EBITDA, the terms of such transaction or series of related transactions Affiliate Transaction have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Company. (b) Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2Section 4.08(a)(2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) of the Issuer or any of its Restricted SubsidiariesCompany, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basisif any. (bc) Section 4.09(a4.08(a) will not apply toprohibit: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) 4.04 or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)Investment; (2) 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, 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 IssuerCompany, any Restricted Subsidiary or any ParentParent Entity, restricted stock plans, long-term incentive plans, stock 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 IssuerCompany, in each case in the ordinary course of businessbusiness or consistent with past practice; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any (a) transaction between or among the Issuer Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries and (b) merger, amalgamation or consolidation with any Receivables SubsidiaryParent 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 reasonable compensation, 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 contractors, consultants, distributors or employees of the IssuerCompany, any Parent Entity or any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any Controlled Investment Affiliate of such directors, officers officers, contractors, consultants, distributors or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and the entry into and performance of obligations of the Issuer Company or any of its the 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseDate, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 4.08 or to the extent not more disadvantageous to the Holders (taken as a whole) in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offeringrespect; (7) executionany transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing or Receivables Facility, delivery and performance any disposition or repurchase of Securitization Assets, Receivables Assets or related assets in connection with any Tax Sharing Agreement Qualified Securitization Financing or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of businessReceivables Facility; (8) transactions with customers, clients, suppliers joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements)or consistent with past practice, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer of the Issuer Company or the senior management of the Company 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 in the ordinary course of business between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that which would constitute an Affiliate Transaction solely (i) because the Issuer Company or a Restricted Subsidiary or any Affiliate of the Issuer Company or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entityentity or (ii) due to the fact that a director of such Person is also a director of the Company or any direct or indirect Parent Entity of the Company (provided, however, that such director abstains from voting as a director of the Company or such direct or indirect Parent Entity of the Company, as the case may be, on any matter involving such other Person); (10) any (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference SharesPreferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that Funding and the interest rate granting of registration and other financial terms of such Subordinated Shareholder Funding are approved by a majority customary rights (and the performance of the members related obligations) in connection therewith or any contribution to capital of the Board of Directors of the Issuer in their reasonable determination Company or any Restricted Subsidiary and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, as applicable; provided that such Subordinated Shareholder Funding, as amended or otherwise modified, will continue to satisfy the requirements described in the definition of “Subordinated Shareholder Funding”; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) any payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly), including to its affiliates or its designees, of annual management, consulting, monitoring, refinancing, transaction, subsequent transaction exit fees, advisory fees and related costs and reasonable expenses and indemnities in connection therewith and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event) and (b) any customary payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any ParentParent 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 in respect the case of this clause each of clauses (a) and (b) are approved by a majority of the Board of Directors of the Issuer Company in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) payment to any transaction effected as part Permitted Holder of a Qualified Receivables Financing all out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Company and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assetsits Subsidiaries; (13) (i) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses) related to the Transactions or any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued payment as contemplated by the Issuer Transaction Documents and (ii) any transactions or services pursuant to the Transaction Documents and any services or transactions that are similar or incidental to the services or transactions contemplated therein provided on an arm’s length basis; (14) transactions in which the Company or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratioRestricted Subsidiary, as the case may be, delivers to all holders accepting the Trustee a letter from an Independent Financial Advisor stating that such rights, tender transaction is fair to the Company or exchange offersuch Restricted Subsidiary from a financial point of view or meets the requirements of Section 4.08(a)(1); (1415) transactions between the Issuer existence of, or the performance by the Company or any Restricted Subsidiary of its obligations under the terms of, any equityholders agreement (including the Transaction Documents and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person registration rights agreement or purchase agreements related thereto) to which it is also a director party as of the Issuer or Completion Date, and any Parentsimilar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Completion Date will only be permitted under this clause (15) to the extent that the terms of any such director abstains from voting amendment or new agreement are not otherwise disadvantageous to the Holders (taken as a director of whole) in any material respect as determined in good faith by the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other PersonCompany; (1516) any purchases by the Company’s Affiliates of Indebtedness or Disqualified Stock of the Company or any of the Restricted Subsidiaries the majority of which Indebtedness or 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) any (a) Investments by Affiliates in securities of the Company or any of the Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses Incurred by such Affiliates in connection therewith) so long as the Investment is being offered by the Company or such Restricted Subsidiary generally to other non-affiliated third party investors on the same or more favorable terms; (b) payments to Affiliates in respect of securities of the Company or any of the Restricted Subsidiaries contemplated in the foregoing clause (17)(a) or that were acquired from Persons other than the Company and fromthe Restricted Subsidiaries, in each case, in accordance with the terms of such securities; and (c) payments by any Parent Entity, the Company and/or the Restricted Subsidiaries pursuant to any tax sharing agreements or other equity agreements in respect of Related Taxes among any such Parent Entity, the Company and/or the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries; (18) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and the Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, contractor or consultant (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 or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement; and any employment agreements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, contractors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the Company in good faith; (19) employment and severance arrangements between the Company or the Restricted Subsidiaries and their respective officers, directors, contractors, consultants, distributors and employees in the ordinary course of business or entered into in connection with or as a result of the Transactions; (20) 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 4.07 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; (21) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is re-designated as a Restricted Subsidiary as described under Section 4.12 and pledges of Capital Stock of Unrestricted Subsidiaries; (22) any lease entered into between the Company or any Restricted Subsidiary, as lessee, and transactions withany Affiliate of the Company that is not a Restricted Subsidiary, any joint ventures entered into as lessor, which is approved by a majority of the members of the Board of Directors of the Company; (23) intellectual property licenses in the ordinary course of business or consistent with past practices practice; (including24) payments to or from, without limitationand transactions with, any joint venture in the ordinary course of business or consistent with past practice (including any cash management activities related thereto); (25) the payment of costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement; (26) any Permitted Tax Restructuring; and (1627) commercial contracts (including franchising agreements, business services related agreements any payments or other similar arrangements) transactions pursuant to a tax sharing agreement between an Affiliate the Company and any other Person or a Restricted Subsidiary and any other Person with which the Company or any of its Restricted Subsidiaries file a consolidated tax return or with which the Issuers are part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation, provided, however, that any such payments do not exceed the amounts of such tax that would have been payable by the Company and its Restricted Subsidiaries on a stand-alone basis and the related tax liabilities of the Issuer Company and the Issuer or any its Restricted Subsidiary that Subsidiaries are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlyrelieved thereby.

Limitation on Affiliate Transactions. (a) The Neither the Parent nor the Issuer will notshall, and will the Issuer shall not permit any Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its Restricted Subsidiaries properties or assets to, directly or indirectlypurchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, or series of related transactions (including advance with, or guarantee for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (any such transaction or series of related transactions being “Affiliate Transactions”) involving aggregate value payments or consideration in excess of $50 1.0 million (each of the foregoing, an “Affiliate Transaction”) unless: (1) the terms of such Affiliate Transaction taken as a whole is on terms that are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a wholeParent, the Issuer has conclusively determined in good faith to be fair to or the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained at the time of the Affiliate Transaction in a comparable transaction by the Parent, the Issuer or such Restricted Subsidiary with a Person who is not an unrelated Person on arm’s-length basisAffiliate; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $10.0 million, a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with this Indenture, including Section 4.12(a)(1). (b) The provisions of Section 4.09(a4.12(a) will not apply be applicable to: (1) transactions between or among the Issuer or the Guarantors; (2) any merger of the Parent and any direct parent of the Parent; provided that at the time of such merger such parent shall be in compliance with Section 4.14(2); (3) Permitted Investments and Restricted Payment Payments permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)4.08; (24) employment arrangements and stock option and stock ownership plans and any issuance of securities of any direct or sale indirect parent of Capital Stock, options, other equity-related interests or other securitiesthe Parent, or other payments, awards or grants in cash, securities or otherwise pursuant tothereto, or the funding ofin each case, 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, restricted stock plans, long-term incentive plans, stock 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 Issuer; (5) director, in each case officer, employee and consultant compensation, benefit, reimbursement and indemnification agreements, plans and arrangements entered into by the Issuer or any of its Subsidiaries in the ordinary course of business; (3) any Management Advances , and any waiver or transaction with respect payments pursuant thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, provision of services in the Transactions, any Permitted Reorganization, and the entry into and performance ordinary course of obligations business at rates comparable to those offered to third party customers to an Affiliate which would constitute an Affiliate Transaction solely as a result of the Issuer or any of its Restricted the Subsidiaries being in or 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 Issue Date or entered into after the Issue Date in connection common control with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public OfferingAffiliate; (7) executionany agreement as in effect on the Issue Date, delivery or any amendment thereto (so long as any such amendment, taken as a whole, is not materially less favorable to the Parent, the Issuer and performance its Subsidiaries than the agreement as in effect on the Issue Date (as determined by the Board of any Tax Sharing Agreement or Directors of the formation and maintenance of any consolidated group for tax, accounting or management purposes Issuer in the ordinary course of businessgood faith)); (8) transactions with customers, clients, suppliers suppliers, or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), and otherwise in compliance with the terms of this Indenture which are fair to the Issuer or and the relevant Restricted Subsidiary Subsidiaries, in the reasonable determination of the Board of Directors or an officer of the Issuer or the relevant Restricted Subsidiarysenior management thereof, or are on terms no less at least as favorable than those that could as might reasonably have been obtained at such time from an unaffiliated party; party (9) any transaction in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved as determined by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization); (129) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by contribution to the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 capital of the Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (1610) commercial contracts transactions pursuant to the Services Agreements (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlysubject to Section 4.08(10)).

Limitation on Affiliate Transactions. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 2.0 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-arm’s length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Company delivers to the Trustee: (A) with respect to any Affiliate Transaction involves or series of Affiliate Transactions involving an aggregate value in excess of $100 10.0 million, an Officer’s Certificate stating that the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving Company; and (B) with respect to any Affiliate Transaction or series of Affiliate Transactions involving an aggregate value in excess of $20.0 million, a written opinion of an Independent Financial Advisor that such Affiliate Transaction or series of Affiliate Transactions 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 complies with Section 4.09(a)(1)a person that is not an Affiliate. An Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) of this Section 4.11(a) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted SubsidiariesDirectors, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basisif any. (b) The provisions of Section 4.09(a4.11(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) 4.07 hereof or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)Investment; (2) 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, or entering into, or maintenance of, or amendments or modifications to, 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 IssuerCompany, any Restricted Subsidiary or any ParentParent Company, restricted stock plans, long-term incentive plans, stock 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 IssuerCompany, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer Company and any Restricted Subsidiary (or an entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables SubsidiarySubsidiaries; (5) the payment of compensation, 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 Issuer, Company or any Restricted Subsidiary or any CVC Parent of the Company (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and the entry into and performance of obligations of the Issuer Company 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseDate, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 4.11 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offeringrespect; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements)business, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer the senior management of the Issuer Company 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) 8) any transaction in the ordinary course of business between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate Company or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate Affiliate or similar entity; (10) (a9) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference SharesStock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that and the interest rate granting of registration and other financial terms of such Subordinated Shareholder Funding are approved by a majority customary rights in connection therewith or any contribution to capital of the members of the Board of Directors of the Issuer in their reasonable determination and (b) Company or any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this IndentureRestricted Subsidiary; (1110) without duplication transactions in respect of payments made pursuant to which the definition of Parent Expenses, (a) payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratioSubsidiary, as the case may be, delivers to all holders accepting the Trustee a letter from an Independent Financial Advisor stating that such rights, tender transaction is fair to the Company or exchange offersuch Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of Section 4.11(a); (1411) transactions between the Issuer existence of, or the performance by the Company or any Restricted Subsidiary 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 Issue Date and any other Person similar agreement that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parentit may enter into thereafter; provided, however, that such director abstains from voting as a director the existence of, or the performance by the Company or any Restricted Subsidiary of its obligations under any future amendment to the Issuer equityholders’ agreement or such Parent, as the case may be, at under any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures 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 disadvantageous to the Holders in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto)material respects; and (1612) commercial contracts (including franchising agreements, business services related agreements any purchases by the Company’s Affiliates of Indebtedness or other similar arrangements) between an Affiliate Disqualified Stock of the Issuer and the Issuer Company or any of its Restricted Subsidiary Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Company’s Affiliates; provided that such purchases by the Company’s Affiliates are on armthe same terms as such purchases by such Persons who are not the Company’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlyAffiliate.

Limitation on Affiliate Transactions. (a) The Issuer Company, UPC NL Holdco and an Affiliate Covenant Party will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value consideration in excess of $50 €15.0 million for such Affiliate Transactions in any fiscal year, unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable favorable, taken as a whole, to the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, Affiliate (or, if in the event that there are no comparable transactions involving non-Persons who are not Affiliates of the Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party has conclusively determined in good faith to be fair to the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary); and (2) in the event such Affiliate Transaction involves an aggregate value consideration in excess of $100 €100.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basisCompany. (b) Section 4.09(a4.11(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to the covenant described under Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) 4.07 or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)Investment; (2) 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, 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 IssuerCompany, any Restricted Subsidiary UPC NL Holdco, an Affiliate Covenant Party or any Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ consultant plans (including including, without limitation, valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or and/or indemnities provided on behalf of officers, employees, employees or directors or consultants approved by the Board of Directors of the IssuerCompany, UPC NL Holdco or an Affiliate Covenant Party , in each case in the ordinary course of business; (3) loans or advances to employees, officers or directors in the ordinary course of business of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Management Advances and of the Restricted Subsidiaries but in any waiver or transaction event not to exceed €15.0 million in the aggregate outstanding at any one time with respect theretoto all loans or advances made since the Signing Date; (4) (a) any transaction between or among the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party and any a Restricted Subsidiary (or an entity that becomes a Restricted Subsidiary as in connection with such transaction) or between or among Restricted Subsidiaries (or an entity that becomes a result Restricted Subsidiary in connection with such transaction) and (b) any guarantees issued by the Company, UPC NL Holdco, an Affiliate Covenant Party or a Restricted Subsidiary for the benefit of the Company, UPC NL Holdco, an Affiliate Covenant Party or a Restricted Subsidiary (or an entity that becomes a Restricted Subsidiary in connection with such transaction), or between or among as the Issuercase may be, Restricted Subsidiaries or any Receivables Subsidiaryin accordance with Section 4.09; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (includingand otherwise in compliance with the terms of this Agreement, without limitationwhich, pursuant to joint venture arrangements)taken as a whole, which are fair to the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors of the Company, UPC NL Holdco or an officer Affiliate Covenant Party or the senior management of the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party or the relevant Restricted Subsidiary, as applicable, or are on terms no not materially less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; (6) loans or advances to any Affiliate of the Company, UPC NL Holdco or an Affiliate Covenant Party by the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary, provided that the terms of such loan or advance are fair to the Company, UPC NL Holdco, an Affiliate Covenant Party or the relevant Restricted Subsidiary, as the case may be, in the reasonable determination of the Board of Directors or senior management of the Company, UPC NL Holdco or an Affiliate Covenant Party or are on terms not materially less favorable than those that could reasonably have been obtained from an unaffiliated party; (7) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, directors, executives or officers of any Parent, of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary; (8) the performance of obligations of the Company, UPC NL Holdco, an Affiliate Covenant Party or any of the Restricted Subsidiaries under (a) the terms of any agreement to which the Company, UPC NL Holdco, an Affiliate Covenant Party or any of the Restricted Subsidiaries is a party as of or on the Signing Date, or (b) any agreement entered into after the Signing Date on substantially similar terms to an agreement under clause (a) of this clause (8), in each case, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any such agreement or amendment, modification, supplement, extension or renewal to such agreement, in each case, entered into after the Signing Date will be permitted to the extent that its terms are not materially more disadvantageous to the Lenders than the terms of the agreements in effect on the Signing Date; (9) any transaction with a Receivables Entity effected as part of a Qualified Receivables Transaction, acquisitions of Permitted Investments in the ordinary course connection with a Qualified Receivables Transaction, and other Investments in Receivables Entities consisting of business between cash or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entitySecuritization Obligations; (10) (a) issuances or sales the issuance of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or any options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and (other financial terms of such Subordinated Shareholder Funding are approved by a majority than Disqualified Stock) of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendmentCompany, waiver UPC NL Holdco or other transaction with respect an Affiliate Covenant Party to any Subordinated Shareholder Funding in compliance with the other provisions of this IndentureAffiliate; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary payment to any Permitted Holder of all reasonable expenses Incurred by any Permitted Holder in connection with its direct or indirect investment in the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries and unpaid amounts accrued for prior periods (whether directly but after the Signing Date); (12) the payment to any Parent or indirectly, including through any ParentPermitted Holder (1) of annual managementManagement Fees (a) on a bona fide arm’s-length basis in the ordinary course of business, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal (b) of up to the greater of $65 €15.0 million or 1.5and 0.5% of L2QA Pro Forma EBITDA per annum (with unused amounts Total Assets in any calendar year being carried over to the succeeding calendar years) and; year, (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent2) for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including without limitation in connection with loans, capital market transactions, hedging and other derivative transactions, acquisitions or divestitures, which payments in respect of this clause (b) are approved by a majority of the members of the Board of Directors of the Issuer in good faith; and Company, UPC NL Holdco or an Affiliate Covenant Party or (c3) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization AssetsParent Expenses; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any guarantees of its Subsidiaries that are conducted on arm’s-length terms Indebtedness, hedging and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offerother derivative transactions and other obligations otherwise permitted under this Agreement; (14) if not otherwise prohibited under this Agreement, the issuance of Capital Stock (other than Disqualified Stock) or Subordinated Shareholder Loans (including the payment of cash interest thereon; provided that, after giving pro forma effect to any such cash interest payment, the Consolidated Net Leverage Ratio for the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries would not exceed 4.00 to 1.00) of the Company, UPC NL Holdco or an Affiliate Covenant Party to any direct Parent of the Company, UPC NL Holdco or an Affiliate Covenant Party or any Permitted Holder; (15) arrangements with customers, clients, suppliers, contractors, lessors or sellers of goods or services that are negotiated with an Affiliate, in each case, which are otherwise in compliance with the terms of this Agreement; provided that the terms and conditions of any such transaction or agreement as applicable to the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries, taken as a whole are fair to the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries and are on terms not materially less favorable to the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries than those that could have reasonably been obtained in respect of an analogous transaction or agreement that would not constitute an Affiliate Transaction (in each case, as determined in good faith by the Board of Directors or the senior management of the Company, UPC NL Holdco or an Affiliate Covenant Party ); (16) (a) transactions with Affiliates in their capacity as holders of Indebtedness or Capital Stock of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary, so long as such Affiliates are not treated materially more favorably than holders of such Indebtedness or Capital Stock generally, and (b) transactions with Affiliates in their capacity as borrowers of Indebtedness from the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary, so long as such Affiliates are not treated materially more favorably than holders of such Indebtedness generally; (17) any tax sharing agreement or arrangement and payments pursuant thereto between or among the Ultimate Parent, the Company, UPC NL Holdco, an Affiliate Covenant Party or any other Person or a Restricted Subsidiary not otherwise prohibited by this Agreement and any payments or other transactions pursuant to a tax sharing agreement between the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party and any other Person or a Restricted Subsidiary and any other Person with which the Company, UPC NL Holdco, an Affiliate Covenant Party or any of the Restricted Subsidiaries files a consolidated tax return or with which the Company, UPC NL Holdco or an Affiliate Covenant Party or any of the Restricted Subsidiaries is part of a group for tax purposes (including a fiscal unity) or any tax advantageous group contribution made pursuant to applicable legislation, provided that any such tax sharing agreement does not permit or require payments in excess of the amounts of tax that would be payable by the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries on a stand-alone basis; (18) transactions relating to the provision of Intra-Group Services in the ordinary course of business; (19) any transaction in the ordinary course of business between or among the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary and any other Person Affiliate of the Company, UPC NL Holdco or an Affiliate Covenant Party that is an Unrestricted Subsidiary or a joint venture or similar entity that would constitute an Affiliate Transaction solely because the Company, UPC NL Holdco, an Affiliate Covenant Party or a director of Restricted Subsidiary owns an equity interest in or otherwise controls such other Person is also a director of the Issuer Unrestricted Subsidiary, joint venture or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Personsimilar entity; (1520) payments to and from, and transactions with, any joint ventures commercial contracts entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary that are on arm’s arm’s-length terms or on a basis that senior management of the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party reasonably believes allocates costs fairly; and (21) any Related Transaction or Permitted Financing Action.

Limitation on Affiliate Transactions. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into into, make, amend or conduct any transaction or series of related transactions (including making a payment to, the purchase, sale, lease or exchange of any property or the rendering of any service) ), contract, agreement or understanding with or for the benefit of any Affiliate of the Issuer Company (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could reasonably be expected to be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an AffiliateAffiliate or if, orin the good faith judgment of the Board of Directors, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer Company or such the Restricted Subsidiary, from a financial point of view; and (2) in the event either: (a) if such Affiliate Transaction involves an aggregate value consideration in excess of $100 20.0 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 such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that Company having no personal pecuniary interest in such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basistransaction. (b) Section 4.09(a4.12(a) will shall not apply toto and does not prohibit: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) 4.08 or Section 4.05(b)(20)) or any a Permitted Investment (other than Permitted Investments as defined described in clauses (1)(b5), (6) or (216) of the definition thereof); (2) any issuance or sale of Capital Stock (other than Disqualified Stock, options, other equity-related interests or other securities), 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 entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement severance agreements and other compensation arrangements, options, warrants or other rights options to purchase Capital Stock (other than Disqualified Stock) of the Issuer, any Restricted Subsidiary or any ParentCompany, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or insurance and indemnification arrangements provided to or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf for the benefit of officers, employees, directors or consultants employees approved by the Board of Directors of the IssuerCompany; (3) loans or advances to employees, in each case officers or directors in the ordinary course of business; (3) business of the Company or any Management Advances and of its Restricted Subsidiaries not to exceed $5.0 million in the aggregate at any waiver or transaction with respect theretoone time outstanding; (4) any transaction between advances to or among reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result ordinary course of such transaction), or between or among business of the Issuer, Restricted Subsidiaries Company or any Receivables Subsidiaryof its Restricted Subsidiaries; (5) any transaction between the payment of reasonable fees Company and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any a Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees)between Restricted Subsidiaries; (6) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Existing TransactionsCompany solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in such Person; (7) the Transactionsissuance or sale of any Capital Stock (other than Disqualified Stock) of the Company to, or the receipt by the Company of any Permitted Reorganizationcapital contribution from its shareholders; (8) indemnities of officers, directors and employees of the entry Company or any of its Restricted Subsidiaries permitted by bylaw or statutory provisions and any employment agreement or other employee compensation plan or arrangement entered into in the ordinary course of business by the Company or any of its Restricted Subsidiaries; (9) the payment of reasonable salary, bonus, severance and other compensation and fees to officers, directors or employees of the Company or any Restricted Subsidiary; (10) the performance of obligations of the Issuer Company or any of its Restricted Subsidiaries under the terms of any transaction arising out of, and agreement to which the Company or any payments pursuant to or for purposes of funding, any agreement or instrument in effect its Restricted Subsidiaries is a party as of or on the Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseDate, as these agreements and instruments may be amended, modified, supplemented, extended, extended or renewed or refinanced from time to time (includingtime; provided, without limitationhowever, to add additional Persons in connection with that any such Person becoming a Restricted Subsidiary) in accordance with future amendment, modification, supplement, extension or renewal entered into after the other terms of this Section 4.09 or Issue Date will be permitted only to the extent that its terms are not materially more disadvantageous disadvantageous, taken as a whole, to the Holders of the Notes than the terms of the agreements in any material respect and effect on the entry into and performance of any registration rights or other listing agreement in connection with any Public OfferingIssue Date; (711) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers suppliers, joint interest owners or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (includingand otherwise in compliance with the terms of this Indenture, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary provided that in the reasonable determination of the Board of Directors or an officer of the Issuer 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, or are on terms no less favorable Subsidiary than those that could reasonably have been 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 unaffiliated partyAffiliate of the Company; (912) any transaction in transactions between the ordinary course of business between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each casePerson, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person which is also a director of the Issuer Company or any Parentdirect 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 abstains shall abstain from voting as a director of the Issuer Company or such Parentdirect or indirect parent company, as the case may be, at any board meeting approving such transaction, on any matter including involving such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (1613) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of any transaction in which the Issuer and the Issuer Company or any of its Restricted Subsidiaries delivers to the Trustee a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that are on arm’s length terms or on a basis that senior management such transaction meets the requirements of the Issuer reasonably believes allocates costs fairlySection 4.12(a)(1).

Limitation on Affiliate Transactions. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and; (2) in the event such Affiliate Transaction involves an aggregate value consideration in excess of $100 €10 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors Directors; and (3) in the event such Affiliate Transaction involves an aggregate consideration in excess of €20 million, the Issuer resolving Company has received a written opinion (a “Fairness Opinion”) from an independent investment banking, accounting or appraisal firm of internationally recognized standing (as determined by the Company in good faith) that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not materially less favorable than those that might reasonably have been obtained in a comparable transaction complies with Section 4.09(a)(1). An at such time on an arm’s-length basis from a Person that is not an Affiliate. (b) Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2Section 4.11(a)(2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the Issuer or any of its Restricted Subsidiariesevent that there are no such directors, as the case may be, delivers a Fairness Opinion is provided with respect 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basisAffiliate Transaction. (bc) Section 4.09(a) The provisions of the preceding paragraph will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.054.4 hereof, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or Payment, any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) any transaction specifically excluded from the definition of the definition thereof)term “Restricted Payment;” (2) 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, or entering into, or maintenance of, any employment, consulting, collective bargaining 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 Company or any Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including including, without limitation, valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or and/or indemnities provided on behalf of officers, employees, employees or directors or consultants approved by the Board of Directors of the IssuerCompany, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with Management Proceeds Funding and any payments in respect theretothereof; (4) any transaction between or among with the Issuer and Company, any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables SubsidiaryEntity; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants officers or employees of the IssuerCompany, any Restricted Subsidiary of the Company or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and the entry into and performance of obligations of the Issuer Company or any of its Restricted Subsidiaries under the terms of of, any transaction arising out of, of and any payments pursuant to or for purposes of fundingto, any agreement or instrument in effect as of or on the Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseDate, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering4.11; (7) any transaction with an officer or director in the ordinary course of business not involving more than €100,000 in any one case; (8) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of businessAgreement; (8) 9) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees or expenses paid or payable in connection with the Transactions; (10) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements)and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer of the Issuer Company or the senior management of the Company or the relevant Restricted Subsidiary, as applicable, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; (911) any transaction in the ordinary course of business between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than Company controlled by the Company that is an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Subsidiary or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate joint venture or similar entity; (1012) any surrender of group relief or payment in respect thereof; (a13) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference SharesStock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this IndentureStock; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a14) payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including without limitation through any Parent) for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including without limitation in connection with acquisitions or divestitures, which payments in respect satisfy the requirements of this clause (bSection 4.11(a)(1) and are approved by a majority of the Board of Directors of the Issuer in good faithDisinterested Directors; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person;and (15) payments payment to and from, and transactions with, any joint ventures entered into Permitted Holder of all reasonable out of pocket expenses incurred by any Permitted Holder in connection with its direct or indirect investment in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer Company and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlyits Subsidiaries.

Limitation on Affiliate Transactions. (a) The Issuer will Company may not, and will may not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 million unless: (1) the terms of such the Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Company or such the Restricted Subsidiary, as the case may be, than those that could be might reasonably have been obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in on an arm’s-length dealings with basis from a Person who that is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, Affiliate of the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; andCompany; (2) in the event such the Affiliate Transaction involves an aggregate value consideration in excess of $100 10 million, the terms of such the transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving Company having no personal stake in the transaction, if any (and such majority determines that such transaction complies with Section 4.09(a)(1). An the Affiliate Transaction shall be deemed to have satisfied satisfies the requirements set forth criteria in this clause (21) if either above); and (x3) such in the event the Affiliate Transaction is approved by involves an aggregate consideration in excess of $25 million, the Company has received a majority written opinion from an independent investment banking, accounting or appraisal firm of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers nationally recognized standing 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 stating effect that the terms of the Affiliate Transaction are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would might reasonably have been obtained in a comparable transaction by at the Issuer or time of such Restricted Subsidiary with transaction on an unrelated Person on arm’s-length basis. (b) Section 4.09(a) basis from a Person that is not an Affiliate of the Company. The preceding paragraph will not apply to: (1) any Restricted Payment (other than a Restricted Investment) permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) 3.04 of the definition thereof)this First Supplemental Indenture; (2) 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, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement employment agreements and other compensation arrangements, options, warrants or other rights options to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any ParentCompany, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or insurance and indemnification arrangements provided to or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf for the benefit of officers, employees, employees and directors or consultants approved by the Board of Directors of the IssuerCompany; (3) loans or advances to employees, in each case officers or directors in the ordinary course of business; (3) business of the Company or any Management Advances and of its Restricted Subsidiaries, but in any waiver or transaction event not to exceed $2.5 million in the aggregate outstanding at any one time with respect theretoto all loans or advances made since the Issue Date; (4) any transaction between or among the Issuer Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries and Guarantees issued by the Company or any Receivables a Restricted Subsidiary for the benefit of the Company or a Restricted Subsidiary, as the case may be, in accordance with Section 3.02 of this First Supplemental Indenture; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and the entry into and performance of obligations of the Issuer Company or any of its Restricted Subsidiaries under the terms of any transaction arising out of, and agreement to which the Company or any payments pursuant to or for purposes of funding, any agreement or instrument in effect its Restricted Subsidiaries is a party as of or on the Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseDate, as these agreements and instruments may be amended, modified, supplemented, extended, extended or renewed or refinanced from time to time (includingtime; provided, without limitationhowever, to add additional Persons in connection with that any such Person becoming a Restricted Subsidiary) in accordance with future amendment, modification, supplement, extension or renewal entered into after the other Issue Date will be so excluded only if its terms of this Section 4.09 or to the extent are not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer Notes than the terms of the Issuer or agreements in effect on 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 in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlyIssue Date.

Limitation on Affiliate Transactions. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly enter into, or indirectlybe a party to, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company or such Restricted Subsidiary (any such transaction other than the Company or series of related transactions being a Restricted Subsidiary) (each, an “Affiliate Transaction”), except for Affiliate Transactions”) involving aggregate value in excess of $50 million unless: (1i) the terms of such Affiliate Transaction taken as a whole are not materially less favorable pursuant to the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer Company or its relevant such Restricted Subsidiary than those that would have been be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate; and (ii) if involving aggregate consideration in an amount equal to at least $25.0 million, then the Company shall have delivered to the Trustee a board resolution adopted by a majority of the Issuer or disinterested members of the Board of Directors approving such Restricted Subsidiary Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with an unrelated Person on arm’s-length basisSection 4.07(a)(i). (b) Section 4.09(a4.07(a) will shall not apply toto the following: (1i) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2) 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, or entering into, or maintenance of, any employment, consulting, collective bargaining service, indemnification, termination or benefit plan, program, severance agreement or compensation plan or arrangement entered into by the Company or any Restricted Subsidiary, and the transactions customarily provided for by any such agreement, plan or arrangement, related trust or other similar agreement ; (ii) reasonable compensation (including bonuses) and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including valuationretirement, health, insurancestock option and other benefit plans and transactions contemplated thereby) for directors, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employeesemployees and consultants of the Company and its Subsidiaries; (iii) transactions between or among the Company and/or any Restricted Subsidiaries; (iv) any transaction with any non-Affiliate that becomes an Affiliate as a result of such transaction; (v) (x) any agreement existing on the Issue Date, directors as in effect on the Issue Date, or as modified, amended, amended and restated, supplemented or replaced so long as the terms of such agreement as modified, amended, amended and restated, supplemented or replaced, taken as a whole, are not materially more disadvantageous to the Company and the Restricted Subsidiaries, taken as a whole, than the terms of such agreement as in effect on the Issue Date, as determined in good faith by the Board of Directors, and (y) any transaction contemplated by any such agreement; (vi) loans or advances to employees or consultants in the ordinary course of business or approved by the Board of Directors Directors, but in any event not to exceed $5.0 million in the aggregate outstanding at any one time, and cancellation or forgiveness or modification of the Issuerterms of such loans or advances; (vii) the issuance or sale of any Equity Interests (other than Disqualified Stock) of the Company; (viii) transactions with customers, clients, joint-venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or Company and the relevant Restricted Subsidiary Subsidiaries in the reasonable determination of the Board of Directors or an officer of the Issuer or the relevant Restricted Subsidiary, Company or are on terms no not materially less favorable favorable, taken as a whole, to the Company and the Restricted Subsidiaries than those that could might reasonably have been obtained at such time from an unaffiliated partya non-Affiliate; (9ix) any transaction in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any transactions with a Person that is an Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary solely because the Company directly or any Affiliate of the Issuer indirectly owns Equity Interests in, or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls controls, such Affiliate, Associate or similar entityother than transactions with Unrestricted Subsidiaries; (10x) (a) issuances or sales the making of Capital Stock any Restricted Payment not prohibited by Section 4.04 and any Permitted Investments (other than Disqualified Stock or Designated Preference Sharesa Permitted Investment described in clause (iii) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenturedefinition thereof); (11xi) without duplication in respect the provision of payments made pursuant to the definition of Parent Expensesmanagement, (a) payments financial and operational services by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly Unrestricted Subsidiaries or indirectly, including through any Parent) joint ventures on terms that are determined by the Board of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not Directors to exceed an amount equal be fair to the greater of $65 million Company or 1.5% of L2QA Pro Forma EBITDA per annum such Restricted Subsidiary; and (xii) any transaction with unused amounts in any calendar year being carried over to an Affiliate where the succeeding calendar years) and; (b) customary payments only consideration paid by the Issuer Company or any Restricted Subsidiary to any Permitted Holder consists of Equity Interests (whether directly or indirectly, including through any Parentother than Disqualified Stock) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlyCompany.

Limitation on Affiliate Transactions. (a) The Issuer will Holdings shall not, and will shall not permit the Company or any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into or conduct permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property property, employee compensation arrangements or the rendering of any service) with with, or for the benefit of, any Affiliate of Holdings, the Issuer Company or any Restricted Subsidiary (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value payments or consideration in excess of $50 million unless: 7,500,000, unless (1) the terms of such the Affiliate Transaction Transaction, taken as a whole whole, are not materially no less favorable to Holdings, the Issuer Company or such Restricted Subsidiary, as the case may be, Subsidiary than those that could reasonably be expected to have been obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction Affiliate Transaction in comparable arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and and (2) in Holdings delivers to the event Trustee (A) if such Affiliate Transaction involves an aggregate value amount in excess of $100 million25,000,000 but not greater than $50,000,000, the terms of an Officer’s Certificate certifying that such transaction Affiliate Transaction or series of related transactions have been approved by Affiliate Transactions complies with this Section 4.07 and (B) if such Affiliate Transaction involves an amount in excess of $50,000,000, a resolution of the majority of the members of the Board of Directors of the Issuer resolving Holdings set forth in an Officer’s Certificate certifying that such transaction Affiliate Transaction or series of related Affiliate Transactions complies with this Section 4.09(a)(14.07 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors, if any. For purposes of Section 4.07(a)(2)(B). An , any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) thereof if either (x) such Affiliate Transaction is approved by a majority of the Disinterested disinterested members of the Board of Directors or (y) in the Issuer or any of its Restricted Subsidiariesevent there are no disinterested members, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor accounting, appraisal or investment banking firm of national standing is provided stating that such transaction is fair to Holdings, the Issuer Company or such Restricted Subsidiary from a financial point of view or stating that such Affiliate Transaction meets the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basisrequirements of Section 4.07(a)(1). (b) The provisions of Section 4.09(a4.07(a) will shall not apply to: prohibit (1) (A) any Permitted Investment or (B) any Investment (other than a Permitted Investment) or other Restricted Payment Payment, in each case permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); 4.04; (2) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by Holdings, the Company or any Restricted Subsidiary in the ordinary course of business, and 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, or entering intoany such agreement, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement plan or arrangement, related trust ; (3) loans or other similar agreement and other compensation arrangements, options, warrants or other rights advances to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, stock 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 Issuer, in each case employees in the ordinary course of business; (3) business in accordance with the past practices of Holdings, the Company or any Management Advances and Restricted Subsidiary, but in any waiver or transaction with respect thereto; event not to exceed $2,500,000 in the aggregate outstanding at any one time; (4) the payment of reasonable fees, compensation and payments in respect of indemnities to directors, officers, employees or consultants of Holdings, the Company and the Restricted Subsidiaries; (5) any transaction between with Holdings, the Company, a Restricted Subsidiary or among joint venture or similar entity which would constitute an Affiliate Transaction solely because Holdings, the Issuer and Company or a Restricted Subsidiary owns an equity interest in or otherwise controls the Company, such Restricted Subsidiary, joint venture or similar entity; (6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of Holdings or the issuance or sale of any Capital Stock of the Company or any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming that thereby becomes a Restricted Subsidiary) in accordance with to Holdings, the other terms of this Section 4.09 Company or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; Restricted Subsidiary; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, vendors, suppliers or other purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, including pursuant to joint venture arrangementsagreements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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) 8) any transaction in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, with any non-Affiliate that becomes an Affiliate as the case may be, to all holders accepting a result of such rights, tender or exchange offer; transactions; (149) transactions pursuant to agreements or arrangements in effect on the Separation Date substantially on the terms described in the Offering Memorandum, including the Transactions; (10) any transactions between Holdings, the Issuer Company or any Restricted Subsidiary Subsidiary, on one hand, and any Person, on the other Person that would constitute an Affiliate Transaction solely because hand, a director of such other Person which is also a director of Holdings, the Issuer Company or any Parenta Restricted Subsidiary, and such director is the sole cause for such Person to be deemed an Affiliate of Holdings, the Company and/or a Restricted Subsidiary; provided, however, provided that such director abstains from voting as a director of Holdings, the Issuer Company or such Parentthe Restricted Subsidiary, as applicable, in connection with the case may be, at any board meeting approving such approval of the transaction, on any matter including such ; and (11) other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of arrangements in effect on the Issuer Issue Date or pursuant to the Spin-Off Documents or any amendment, modification or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced is not materially more disadvantageous to Holdings, the Company and the Issuer Restricted Subsidiaries, taken as a whole, than the agreement or any Restricted Subsidiary that are arrangement in existence on arm’s length terms the Issue Date or on a basis that senior management of pursuant to the Issuer reasonably believes allocates costs fairlySpin-Off Documents.

Limitation on Affiliate Transactions. (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (any such transaction or series of related transactions being “Affiliate Transactions”) involving aggregate value in excess of $50 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basis. (b) Section 4.09(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2) 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, 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, restricted stock plans, long-term incentive plans, stock 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 Issuer, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution)Date, in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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 in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairly.

Limitation on Affiliate Transactions. (a) The Issuer will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 100.0 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-arm’s length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 250.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1)Issuer. An Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) of this Section 3.8(a) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) of the Issuer or any of its Restricted SubsidiariesIssuer, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basisif any. (b) The provisions of Section 4.09(a3.8(a) will above shall not apply to: (1) any Restricted Payment or other transaction permitted to be made or undertaken pursuant to Section 4.05, any 3.3 (including Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)Payments) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)Investment; (2) 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 or future, current or the funding offormer employee, director, officer, manager, contractor, consultant or entering into, advisor (or maintenance of, any employment, consulting, collective bargaining their respective Controlled Investment Affiliates 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 Immediate Family Members) of the Issuer, any Restricted Subsidiary of its Subsidiaries or any Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultantsof its Parent Entities and (b) directors’ 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 Issuer, in each case in the ordinary course of businessqualifying shares and shares issued to foreign nationals as required under applicable law; (3) any Management Advances and any waiver or transaction with respect thereto; (4) (a) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Receivables SubsidiaryParent 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 Issuer and such merger, amalgamation or consolidation is otherwise permitted under this Indenture; (5) the payment of reasonable fees compensation, fees, costs and reimbursement of expenses to, and customary 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, consultants managers, contractors, consultants, distributors or employees advisors (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer, any Parent Entity or any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned their Controlled Investment Affiliates or controlled by any of such directors, officers or employeesImmediate Family Members); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseDate, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 3.8 or to the extent not more disadvantageous to the Holders in any material respect and in the entry into and performance reasonable determination of any registration rights or other listing the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in connection with any Public Offeringeffect on the Issue Date; (7) executionany transaction effected as part of a Qualified Securitization Financing or Receivables Facility, delivery and performance any disposition or acquisition of Securitization Assets, Receivables Assets or related assets in connection with any Tax Sharing Agreement Qualified Securitization Financing or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of businessReceivables Facility; (8) transactions with customers, vendors, clients, suppliers joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements)or consistent with past practice, which are fair to the Issuer or the relevant its Restricted Subsidiary Subsidiaries, in the reasonable determination of the Board of Directors or an officer of the Issuer or the relevant Restricted SubsidiaryIssuer, or are on terms no terms, taken as a whole, that are not materially less favorable than those that could as might reasonably have been obtained at such time from an unaffiliated party; (9) any transaction in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Person (including a joint venture, but excluding an Unrestricted Subsidiary) that is an Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances any issuance, sale or sales transfer of Capital Stock (other than Disqualified Stock or Designated Preference SharesPreferred Stock) of the Issuer Issuer, any Parent Entity or any of its Restricted Subsidiaries or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that and the interest rate granting of registration and other financial terms of such Subordinated Shareholder Funding are approved by a majority customary rights (and the performance of the members of the Board of Directors related obligations) in connection therewith or any contribution to capital of the Issuer in their reasonable determination and (b) or any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this IndentureRestricted Subsidiary; (11) without duplication [reserved]; (12) [reserved]; (13) [reserved]; (14) transactions in respect of payments made pursuant which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the definition 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 Parent Expensesview or meets the requirements of Section 3.8(a)(1); (15) the existence of, (a) payments or the performance by the Issuer 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 Permitted Holder similar agreement that it (whether directly or indirectlyany Parent Entity) may enter into thereafter; provided that the existence of, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments performance by the Issuer or any Restricted Subsidiary (or any Parent Entity) of its obligations under any future amendment to any Permitted Holder 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 Issuer than those in effect on the Issue Date; (whether directly 16) any purchases by the Issuer’s Affiliates of Indebtedness or indirectly, including through Disqualified Stock of the Issuer or any Parentof the Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Issuer’s Affiliates; provided that such purchases by the Issuer’s Affiliates are on the same terms as such purchases by such Persons who are not the Issuer’s Affiliates; (17) for financial advisory, financing, underwriting (i) investments by Affiliates in securities or placement services loans of the Issuer or any of the Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Issuer or such Restricted Subsidiary generally to other non-affiliated third party investors on the same or more favorable terms and (ii) payments to Affiliates in respect of securities or loans of the Issuer or any of the Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other investment banking activitiesthan the Issuer and its Restricted Subsidiaries, including in connection each case, in accordance with acquisitions the terms of such securities or divestituresloans; (18) payments by any Parent Entity, which payments the Issuer and its Restricted Subsidiaries pursuant to any tax sharing or receivable agreements or other equity agreements in respect of this clause Related Taxes among any such Parent Entity, the Issuer and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Issuer and its Subsidiaries; (b19) are payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Issuer 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 Issuer, 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 a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (1220) any transaction effected as part 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 Issuer 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 a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assetsthe Issuer; (1321) any participation 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 Issuer determines in good faith is either fair to the Issuer 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 rights offer or public tender or exchange offers for securities or debt instruments issued by Restricted Subsidiary as described in Section 3.17 and pledges of Capital Stock of Unrestricted Subsidiaries; (23) (i) any lease entered into between the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratioRestricted Subsidiary, as lessee, and any Affiliate of the case may beIssuer, to all holders accepting such rights, tender or exchange offer; as lessor and (14ii) transactions any operational services arrangement entered into between the Issuer 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 Issuer or any Parent; providedIssuer, howeverin each case, that such director abstains from voting which is approved as a director being on arm’s length terms by the reasonable determination of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other PersonIssuer; (1524) payments to intellectual property licenses and from, research and transactions with, any joint ventures entered into development agreements in the ordinary course of business or consistent with past practices practice; (including25) payments to or from, without limitationand 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); (26) 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; (27) Permitted Intercompany Activities, Permitted Tax Restructurings, Intercompany License Agreements and related transactions; and (1628) commercial contracts any Plan Contribution. In addition, if the Issuer or any of its Restricted Subsidiaries (including franchising agreementsi) purchases or otherwise acquires assets or properties from a Person which is not an Affiliate, business services related agreements the purchase or other similar arrangements) between acquisition by an Affiliate of the Issuer and 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 Issuer or any a Restricted Subsidiary that are on arm’s length terms to be deemed an Affiliate Transaction) or on (ii) sells or otherwise disposes of assets or other properties to a basis that senior management Person who is not an Affiliate, the sale or other disposition by an Affiliate of the Issuer reasonably believes allocates costs fairlyof 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 Issuer or a Restricted Subsidiary to be deemed an Affiliate Transaction).

Limitation on Affiliate Transactions. (a) The Issuer Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Borrower (any such transaction or series of related transactions being “Affiliate Transactions”) involving aggregate value in excess of $50 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer Borrower resolving that such transaction complies with Section 4.09(a)(1). An ; provided that an Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2Section 4.09(a)(2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) Directors. If there are no Disinterested Directors, any Affiliate Transaction shall also be deemed to have satisfied the Issuer requirements set forth in this Section 4.09 if the Borrower or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer Borrower or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer Borrower or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Borrower or such Restricted Subsidiary with an unrelated Person on arm’s-arm’s length basis. (b) The provisions of Section 4.09(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)4.05(b)(9)(b) or any Permitted Investment (other than Permitted Investments as defined in sub-clauses (1)(ba)(b) or (2b) of the definition thereofof Permitted Investments); (2) 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, 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 IssuerBorrower, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, stock 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 IssuerBorrower, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer Borrower and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the IssuerBorrower, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the IssuerBorrower, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, Transactions and the entry into and performance of obligations of the Issuer Borrower 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 Issue Closing Date or entered into after (including without limitation, the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA DistributionNewsday Loan), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders Lenders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer Borrower or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer of the Issuer Borrower 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 in the ordinary course of business between or among the Issuer Borrower or any Restricted Subsidiary and any Affiliate of the Issuer Borrower or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Borrower or a Restricted Subsidiary or any Affiliate of the Issuer Borrower or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer Borrower or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer Borrower in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this IndentureAgreement, the Intercreditor Agreement or any Additional Intercreditor Agreement, as applicable; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer Borrower or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 20 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; and (b) customary payments by the Issuer Borrower or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (bSection 4.09(b)(11) are approved by a majority of the Board of Directors of the Issuer Borrower in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing Financing, and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer Borrower or any of its Subsidiaries that are conducted on arm’s-arm’s length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer;. (14) transactions between the Issuer Borrower 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 Issuer Borrower or any Parent; provided, however, that such director abstains from voting as a director of the Issuer Borrower or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person;; and (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairly.

Limitation on Affiliate Transactions. (a) The Issuer will Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, to enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Borrower (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 100.0 million unless: (1i) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-arm’s length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2ii) in the event such Affiliate Transaction involves an aggregate value in excess of $100 250.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1)Directors. An Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2Section 6.19(a)(ii) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted SubsidiariesDirectors, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basisif any. (b) Section 4.09(a6.19(a) will shall not apply to: (1i) any Restricted Payment or other transaction permitted to be made or undertaken pursuant to Section 4.057.06 hereof (including Permitted Payments), any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)Investment; (2ii) any issuance issuance, transfer or sale of (a) Capital 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 or future, current or former employee, director, officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) of the funding of, or entering into, or maintenance ofBorrower, 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 its Subsidiaries or any Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultantsof its Parent Entities and (b) directors’ 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 Issuer, in each case in the ordinary course of businessqualifying shares and shares issued to foreign nationals as required under applicable law; (3iii) any Management Advances and any waiver or transaction with respect thereto; (4iv) (a) any transaction between or among the Issuer Borrower and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Receivables SubsidiaryParent 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 Borrower and such merger, amalgamation or consolidation is otherwise permitted under this Agreement; (5v) the payment of reasonable fees compensation, fees, costs and reimbursement of expenses to, and customary 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, consultants managers, contractors, consultants, distributors or employees advisors (or their respective Controlled Investment Affiliates or Immediate Family Members) of the IssuerBorrower, any Parent Entity or any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned their Controlled Investment Affiliates or controlled by any of such directors, officers or employeesImmediate Family Members); (6vi) the Existing Transactions, the Transactions, any Permitted Reorganization, and the entry into and performance of obligations of the Issuer Borrower 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 Issue Closing Date, the Conversion Date or entered into after on or about the Issue Closing Date or Conversion Date in connection with the Altice USA Distribution (other thanClosing Date Transactions or Conversion Date Transactions, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseas applicable, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 6.19 or to the extent not more disadvantageous to the Holders Lenders in any material respect and in the entry reasonable determination of the Borrower when taken as a whole as compared to the applicable agreement as in effect on the Closing Date or Conversion Date or when entered into and performance in connection with the Closing Date Transactions or Conversion Date Transactions, as applicable; (vii) any transaction effected as part of a Qualified Securitization Financing or Receivables Facility, any registration rights disposition or other listing agreement acquisition of Securitization Assets, Receivables Assets or related assets in connection with any Public OfferingQualified Securitization Financing or Receivables Facility; (7viii) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, vendors, clients, suppliers joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements)or consistent with past practice, which are fair to the Issuer Borrower or the relevant Restricted Subsidiary Subsidiary, in the reasonable determination of the Board of Directors or an officer of the Issuer or the relevant Restricted Subsidiary, Borrower or are on terms no terms, taken as a whole, that are not materially less favorable than those that could as might reasonably have been obtained at such time from an unaffiliated party; (9ix) any transaction in the ordinary course of business between or among the Issuer Borrower or any Restricted Subsidiary and any Person (including a joint venture, but excluding an Unrestricted Subsidiary) that is an Affiliate of the Issuer Borrower or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Borrower or a Restricted Subsidiary or any Affiliate of the Issuer Borrower or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10x) (a) issuances any issuance, sale or sales transfer of Capital Stock (other than Disqualified Stock or Designated Preference SharesPreferred Stock) of the Issuer Borrower, any Parent Entity or any of its Restricted Subsidiaries or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that and the interest rate granting of registration and other financial terms of such Subordinated Shareholder Funding are approved by a majority customary rights (and the performance of the members related obligations) in connection therewith or any contribution to capital of the Board of Directors of the Issuer in their reasonable determination and (b) Borrower or any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this IndentureRestricted Subsidiary; (11xi) without duplication in respect [reserved]; (xii) [reserved]; (xiii) the Transactions and the payment of payments made pursuant all fees, costs and expenses (including all legal, accounting and other professional fees, costs and expenses) related to the definition of Parent Transactions, including Transaction Expenses, ; (axiv) payments by transactions in which the Issuer Borrower or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratioSubsidiary, as the case may be, delivers to all holders accepting the Administrative Agent a letter from an Independent Financial Advisor stating that such rights, tender transaction is fair to the Borrower or exchange offersuch Restricted Subsidiary from a financial point of view or meets the requirements of Section 6.19(a)(i) hereof; (14xv) transactions between the Issuer existence of, or the performance by the Borrower 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 other Person similar agreement that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer it (or any ParentParent Entity) may enter into thereafter; provided, however, that such director abstains from voting as a director of the Issuer existence of, or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in performance by the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer Borrower 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 such amendment or new agreement are not otherwise, when taken as a whole, more disadvantageous to the Lenders in any material respect in the reasonable determination of the Borrower than those in effect on the Closing Date; (xvi) any purchases by the Borrower’s Affiliates of Indebtedness or Disqualified Stock of the Borrower or any of the Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Borrower’s Affiliates; provided that such purchases by the Borrower’s Affiliates are on armthe same terms as such purchases by such Persons who are not the Borrower’s length terms Affiliates; (i) investments by Affiliates in securities or on a basis that senior management loans of the Issuer reasonably believes allocates costs fairly.Borrower or any of its Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Borrower or such Restricted Subsidiary generally to other non-affiliated third party investors on the same or more favorable terms and (ii) payments to Affiliates in respect of securities or loans of the Borrower or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Borrower and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (xviii) payments by any Parent Entity, the Borrower 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 Borrower and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries;

Limitation on Affiliate Transactions. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (any such transaction or series of related transactions being “Affiliate Transactions”) involving aggregate value in excess of $50 million unless:th... (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; andtransact... (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 25 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basis.Directo... (b) The provisions of Section 4.09(a) hereof will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.054.05 hereof, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)hereof) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof);or... (2) 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, 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, restricted stock plans, long-term incentive plans, stock 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 Issuer, in each case in the ordinary course of business;emplo... (3) any Management Advances and any waiver or transaction with respect thereto; ; (4) any transaction between or among the Issuer Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the IssuerCompany, Restricted Subsidiaries or any Receivables Subsidiary; ; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the IssuerCompany, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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 in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairly....

Limitation on Affiliate Transactions. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into or conduct permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property property, employee compensation arrangements or the rendering of any service) with with, or for the benefit of, any Affiliate of the Issuer Company (any such transaction or series of related transactions being “an "Affiliate Transactions”Transaction") involving aggregate value in excess of $50 million unless: (1) the terms of such the Affiliate Transaction taken as a whole are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, Subsidiary than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction Affiliate Transaction in arm’sarm's-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and; (2) in the event if such Affiliate Transaction involves an aggregate value amount in excess of $100 5.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such transaction or series of related transactions Affiliate Transaction have been determined in good faith that the criteria set forth in Section 4.07(a)(1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the majority Board of the members Directors; and (3) if such Affiliate Transaction involves an amount in excess of $20.0 million, the Board of Directors of shall also have received a written opinion from an Independent Qualified Party to the Issuer resolving effect that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiariesfair, 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 standpoint, to the Company and its Restricted Subsidiaries or stating that the terms are is not materially less favorable to the Issuer or Company and its relevant Restricted Subsidiary Subsidiaries than those that would have been could reasonably be expected to be obtained at the time in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’sarm's-length basistransaction with a Person who was not an Affiliate. (b) The provisions of Section 4.09(a4.07(a) will shall not apply toprohibit: (1) any Investment (other than a Permitted Investment) or other Restricted Payment Payment, in each case permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)4.04; (2) 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, 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 employment arrangements, options, warrants or other rights to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, options and stock appreciation rights plans, participation ownership 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 Issuer, in each case Directors; (3) loans or advances to employees (other than any Permitted Holder) in the ordinary course of business; (3) business in accordance with the past practices of the Company or its Restricted Subsidiaries, but in any Management Advances and event not to exceed $5.0 million in the aggregate outstanding at any waiver or transaction with respect theretoone time; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees to directors of the Company and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or its Restricted Subsidiaries who are not employees of the Issuer, Company or its Restricted Subsidiaries; (5) any transaction with a Restricted Subsidiary or any CVC Parent (whether directly joint venture or indirectly and including through any Person owned similar entity which would constitute an Affiliate Transaction solely because the Company or controlled by any of a Restricted Subsidiary owns an equity interest in or otherwise controls such directorsRestricted Subsidiary, officers joint venture or employees)similar entity; (6) the Existing Transactions, the Transactions, issuance or sale of any Permitted Reorganization, and the entry into and performance of obligations Capital Stock (other than Disqualified Stock) of the Issuer Company or any contribution to the capital of its Restricted Subsidiaries under the terms of Company or 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or indemnification arrangements entered into by the formation and maintenance of any consolidated group for tax, accounting or management purposes Company in the ordinary course of business; (8) transactions with customers, clients, suppliers any employment arrangements entered into by the Company or purchasers or sellers any of goods or services and Associates, in each case its Restricted Subsidiaries in the ordinary course of business (including, without limitation, pursuant to joint venture arrangementsexcept with a Permitted Holder), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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;; and (9) any transaction transactions in the ordinary course of business between entered into or among awarded on the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part basis of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlycompetitive bid process.

Limitation on Affiliate Transactions. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into or conduct permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property property, employee compensation arrangements or the rendering of any service) with with, or for the benefit of, any Affiliate of the Issuer Company (any such transaction or series of related transactions being “Affiliate Transactions”an "AFFILIATE TRANSACTION") involving aggregate value in excess of $50 million unless: (1) the terms of such the Affiliate Transaction taken as a whole are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, Subsidiary than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction Affiliate Transaction in arm’sarm's-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and; (2) in the event if such Affiliate Transaction involves an aggregate value amount in excess of $100 50.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such transaction or series Affiliate Transaction shall have determined in good faith that the criteria set forth in clause (1) of related transactions this Section 4.10 are satisfied and shall have been approved the relevant Affiliate Transaction as evidenced by a resolution of the majority Board of the members Directors; and (3) if such Affiliate Transaction involves an amount in excess of $100.0 million, the Board of Directors of shall also have received a written opinion from an Independent Qualified Party to the Issuer resolving effect that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiariesfair, 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 standpoint, to the Company and its Restricted Subsidiaries or stating that the terms are is not materially less favorable to the Issuer or Company and its relevant Restricted Subsidiary Subsidiaries than those that would have been could reasonably be expected to be obtained at the time in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’sarm's-length basistransaction with a Person who was not an Affiliate. (b) The provisions of Section 4.09(a4.10(a) will shall not apply toprohibit: (1) any Investment (other than a Permitted Investment but including Permitted Investments made under clause (12) of the definition thereof) or other Restricted Payment Payment, in each case permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2) 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, 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 employment arrangements, options, warrants or other rights to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, options and stock appreciation rights plans, participation ownership 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 Issuer, in each case Directors; (3) loans or advances to employees in the ordinary course of business; (3) , but in any Management Advances and event not to exceed $1.0 million in the aggregate outstanding at any waiver or transaction with respect theretoone time; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses compensation (including health benefits, vacation, severance, compensation and similar benefits) to, and provision of customary indemnities and employee benefit and pension expenses provided indemnification on behalf of, directors, officersemployees, consultants or employees and agents of the Issuer, Company or any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled as determined in good faith by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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 partyCompany's senior management; (95) any transaction in the ordinary course of business (i) between or among the Issuer Company and/or its Restricted Subsidiaries or any Restricted Subsidiary and any Affiliate of (ii) between or among the Issuer or an Associate or similar entity (in each caseCompany, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because the Company or a director of Restricted Subsidiary owns an equity interest in or otherwise controls such other Person is also a director of the Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (156) payments the issuance or sale of Capital Stock (other than Disqualified Stock) of the Company; (7) the payment of all fees and expenses related to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto)Transactions; and (168) any transaction between (i) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer Company or any Restricted Subsidiary and (ii) any other Group Member entered into in good faith; (9) any transaction involving the construction, design, development, purchase or acquisition of a satellite and related assets of any Group Member; (10) any management agreement, tax sharing agreement and shared services agreement with any Group Member; (11) any transaction set forth on Schedule 4.10; (12) any transaction in which the Board of Directors has received a written opinion from an Independent Qualified Party to the effect that are on such Affiliate Transaction is 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 's length terms or on transaction with a basis that senior management Person who was not an Affiliate; or (13) any affiliate transaction in which deficiency, if any, of the Issuer reasonably believes allocates costs fairlyfair market value of the consideration which would have been received by the Company or any Restricted Subsidiary in a transaction complying with Section 4.10(a)(1) over the consideration actually received by the Company and its Restricted Subsidiaries, as determined in good faith by the Board of Directors of the Company, is treated as a Restricted Payment or Permitted Investment and otherwise permitted under this Indenture. For purposes of this Indenture, a director is not deemed to be interested in a transaction between or among Persons solely because such director is an officer or director of both Persons or their Affiliates.

Limitation on Affiliate Transactions. (a) The Issuer Company, UPC NL Holdco and an Affiliate Covenant Party will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value consideration in excess of $50 €15.0 million for such Affiliate Transactions in any fiscal year, unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable favorable, taken as a whole, to the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, Affiliate (or, if in the event that there are no comparable transactions involving non-Persons who are not Affiliates of the Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party has conclusively determined in good faith to be fair to the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party or such Restricted Subsidiary); andand 59836545_7 (2) in the event such Affiliate Transaction involves an aggregate value consideration in excess of $100 €100.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basisCompany. (b) Section 4.09(a4.11(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to the covenant described under Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) 4.07 or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)Investment; (2) 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, 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 IssuerCompany, any Restricted Subsidiary UPC NL Holdco, an Affiliate Covenant Party or any Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ consultant plans (including including, without limitation, valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or and/or indemnities provided on behalf of officers, employees, employees or directors or consultants approved by the Board of Directors of the IssuerCompany, UPC NL Holdco or an Affiliate Covenant Party , in each case in the ordinary course of business; (3) loans or advances to employees, officers or directors in the ordinary course of business of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Management Advances and of the Restricted Subsidiaries but in any waiver or transaction event not to exceed €15.0 million in the aggregate outstanding at any one time with respect theretoto all loans or advances made since the Signing Date; (4) (a) any transaction between or among the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party and any a Restricted Subsidiary (or an entity that becomes a Restricted Subsidiary as in connection with such transaction) or between or among Restricted Subsidiaries (or an entity that becomes a result Restricted Subsidiary in connection with such transaction) and (b) any guarantees issued by the Company, UPC NL Holdco, an Affiliate Covenant Party or a Restricted Subsidiary for the benefit of the Company, UPC NL Holdco, an Affiliate Covenant Party or a Restricted Subsidiary (or an entity that becomes a Restricted Subsidiary in connection with such transaction), or between or among as the Issuercase may be, Restricted Subsidiaries or any Receivables Subsidiaryin accordance with Section 4.09; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (includingand otherwise in compliance with the terms of this Agreement, without limitationwhich, pursuant to joint venture arrangements)taken as a whole, which are fair to the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors of the Company, UPC NL Holdco or an officer Affiliate Covenant Party or the senior management of the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party or the relevant Restricted Subsidiary, as applicable, or are on terms no not materially less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; 59836545_7 (6) loans or advances to any Affiliate of the Company, UPC NL Holdco or an Affiliate Covenant Party by the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary, provided that the terms of such loan or advance are fair to the Company, UPC NL Holdco, an Affiliate Covenant Party or the relevant Restricted Subsidiary, as the case may be, in the reasonable determination of the Board of Directors or senior management of the Company, UPC NL Holdco or an Affiliate Covenant Party or are on terms not materially less favorable than those that could reasonably have been obtained from an unaffiliated party; (7) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, directors, executives or officers of any Parent, of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary; (8) the performance of obligations of the Company, UPC NL Holdco, an Affiliate Covenant Party or any of the Restricted Subsidiaries under (a) the terms of any agreement to which the Company, UPC NL Holdco, an Affiliate Covenant Party or any of the Restricted Subsidiaries is a party as of or on the Signing Date, or (b) any agreement entered into after the Signing Date on substantially similar terms to an agreement under clause (a) of this clause (8), in each case, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any such agreement or amendment, modification, supplement, extension or renewal to such agreement, in each case, entered into after the Signing Date will be permitted to the extent that its terms are not materially more disadvantageous to the Lenders than the terms of the agreements in effect on the Signing Date; (9) any transaction with a Receivables Entity effected as part of a Qualified Receivables Transaction, acquisitions of Permitted Investments in the ordinary course connection with a Qualified Receivables Transaction, and other Investments in Receivables Entities consisting of business between cash or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entitySecuritization Obligations; (10) (a) issuances or sales the issuance of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or any options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and (other financial terms of such Subordinated Shareholder Funding are approved by a majority than Disqualified Stock) of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendmentCompany, waiver UPC NL Holdco or other transaction with respect an Affiliate Covenant Party to any Subordinated Shareholder Funding in compliance with the other provisions of this IndentureAffiliate; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary payment to any Permitted Holder of all reasonable expenses Incurred by any Permitted Holder in connection with its direct or indirect investment in the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries and unpaid amounts accrued for prior periods (whether directly but after the Signing Date); (12) the payment to any Parent or indirectly, including through any ParentPermitted Holder (1) of annual managementManagement Fees (a) on a bona fide arm’s-length basis in the ordinary course of business, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal (b) of up to the greater of $65 €15.0 million or 1.5and 0.5% of L2QA Pro Forma EBITDA per annum (with unused amounts Total Assets in any calendar year being carried over to the succeeding calendar years) and; year, (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent2) for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including without limitation in connection with loans, capital market transactions, hedging and other derivative transactions, acquisitions or divestitures, which payments in respect of this clause (b) are approved by a majority of the members of the Board of Directors of the Issuer in good faithCompany, UPC NL Holdco or an Affiliate Covenant Party or (3) of Parent Expenses; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets;59836545_7 (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any guarantees of its Subsidiaries that are conducted on arm’s-length terms Indebtedness, hedging and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offerother derivative transactions and other obligations otherwise permitted under this Agreement; (14) if not otherwise prohibited under this Agreement, the issuance of Capital Stock (other than Disqualified Stock) or Subordinated Shareholder Loans (including the payment of cash interest thereon; provided that, after giving pro forma effect to any such cash interest payment, the Consolidated Net Leverage Ratio for the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries would not exceed 4.00 to 1.00) of the Company, UPC NL Holdco or an Affiliate Covenant Party to any direct Parent of the Company, UPC NL Holdco or an Affiliate Covenant Party or any Permitted Holder; (15) arrangements with customers, clients, suppliers, contractors, lessors or sellers of goods or services that are negotiated with an Affiliate, in each case, which are otherwise in compliance with the terms of this Agreement; provided that the terms and conditions of any such transaction or agreement as applicable to the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries, taken as a whole are fair to the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries and are on terms not materially less favorable to the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries than those that could have reasonably been obtained in respect of an analogous transaction or agreement that would not constitute an Affiliate Transaction (in each case, as determined in good faith by the Board of Directors or the senior management of the Company, UPC NL Holdco or an Affiliate Covenant Party ); (16) (a) transactions with Affiliates in their capacity as holders of Indebtedness or Capital Stock of the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary, so long as such Affiliates are not treated materially more favorably than holders of such Indebtedness or Capital Stock generally, and (b) transactions with Affiliates in their capacity as borrowers of Indebtedness from the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary, so long as such Affiliates are not treated materially more favorably than holders of such Indebtedness generally; (17) any tax sharing agreement or arrangement and payments pursuant thereto between or among the Ultimate Parent, the Company, UPC NL Holdco, an Affiliate Covenant Party or any other Person or a Restricted Subsidiary not otherwise prohibited by this Agreement and any payments or other transactions pursuant to a tax sharing agreement between the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party and any other Person or a Restricted Subsidiary and any other Person with which the Company, UPC NL Holdco, an Affiliate Covenant Party or any of the Restricted Subsidiaries files a consolidated tax return or with which the Company, UPC NL Holdco or an Affiliate Covenant Party or any of the Restricted Subsidiaries is part of a group for tax purposes (including a fiscal unity) or any tax advantageous group contribution made pursuant to applicable legislation, provided that any such tax sharing agreement does not permit or require payments in excess of the amounts of tax that would be payable by the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries on a stand-alone basis; 59836545_7 (18) transactions relating to the provision of Intra-Group Services in the ordinary course of business; (19) any transaction in the ordinary course of business between or among the Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary and any other Person Affiliate of the Company, UPC NL Holdco or an Affiliate Covenant Party that is an Unrestricted Subsidiary or a joint venture or similar entity that would constitute an Affiliate Transaction solely because the Company, UPC NL Holdco, an Affiliate Covenant Party or a director of Restricted Subsidiary owns an equity interest in or otherwise controls such other Person is also a director of the Issuer Unrestricted Subsidiary, joint venture or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Personsimilar entity; (1520) payments to and from, and transactions with, any joint ventures commercial contracts entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer Company, UPC NL Holdco, an Affiliate Covenant Party or any Restricted Subsidiary that are on arm’s arm’s-length terms or on a basis that senior management of the Issuer Company, UPC NL Holdco or an Affiliate Covenant Party reasonably believes allocates costs fairly; and (21) any Related Transaction or Permitted Financing Action.

Limitation on Affiliate Transactions. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into into, make, amend or conduct any transaction or series of related transactions (including making a payment to, the purchase, sale, lease or exchange of any property or the rendering of any service) ), contract, agreement or understanding with or for the benefit of any Affiliate of the Issuer Company (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could reasonably be expected to be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are in the good faith judgment of the Board of Directors of the Company, no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer Company or such the relevant Restricted Subsidiary; andSubsidiary from a financial point of view ; (2) in the event if such Affiliate Transaction involves an aggregate value consideration in excess of $100 20.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving Company having no personal stake in such transaction, if any (and such majority determines that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied satisfies the requirements set forth criteria in this clause (21) above); and (3) if either (x) such Affiliate Transaction involves an aggregate consideration in excess of $50.0 million, the Board of Directors of the Company has received a written opinion from an independent investment banking, accounting, engineering or appraisal firm of nationally recognized standing that such Affiliate Transaction is approved by fair, from a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiariesfinancial standpoint, 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 Company or such Restricted Subsidiary from a or, in the case of non-financial point of view or stating that the terms are transactions, is not materially less favorable to the Issuer Company or its relevant such Restricted Subsidiary than those that would have been could reasonably be expected to be obtained in a comparable transaction by the Issuer or at such Restricted Subsidiary with time on an unrelated Person on arm’s-length basis. (b) Section 4.09(a) basis from a Person that is not an Affiliate. The preceding paragraph will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)3.3; (2) any issuance or sale of Capital Stock (other than Disqualified Stock, options, other equity-related interests or other securities), or other payments, awards or grants in cash, securities Capital Stock (other than Disqualified Stock) or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective bargaining service or benefit plan, program, agreement severance agreements or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights options to purchase Capital Stock (other than Disqualified Stock) of the Issuer, any Restricted Subsidiary or any ParentCompany, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings insurance and indemnification arrangements provided to or similar plans, programs or arrangements) or indemnities provided on behalf for the benefit of officers, employees, directors or consultants approved by the Board of Directors of the Issuer, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or and employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of and approved by the Board of Directors or an officer of the Issuer Company; (3) any merger or other transaction with an Affiliate solely for the relevant purpose of reincorporating or reorganizing the Company or any of its Restricted Subsidiaries in another jurisdiction or creating a holding company for the Company; (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; (5) 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 3.2; (6) the issuance or are on terms no less favorable sale of any Capital Stock (other than those that could reasonably have been obtained at such time from an unaffiliated partyDisqualified Stock) of the Company to, or the receipt by the Company of any capital contribution from, the holders of its Capital Stock; (7) indemnities of officers, directors and employees of the Company or any of its Restricted Subsidiaries permitted by charter, bylaw or statutory provisions; (8) the payment of reasonable compensation and fees to officers or directors of the Company or any Restricted Subsidiary; (9) any transaction in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate with a joint venture or similar entity (in each case, other than an Unrestricted Subsidiary) that which would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary owns, directly or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns indirectly, an equity interest in or otherwise controls such Affiliate, Associate joint venture or similar entity; (10) (a) issuances transactions between the Company or sales any of Capital Stock (its Restricted Subsidiaries and any other than Disqualified Stock or Designated Preference Shares) Person, a director of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of which is also on the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly direct or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority indirect parent company of the Board of Directors Company, and such common director is the sole cause for such other Person to be deemed an Affiliate of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer Company or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any ParentSubsidiaries; provided, however, that such director abstains from voting as a director member of the Issuer Board of Directors of the Company or such Parentany direct or indirect parent company of the Company, as the case may be, at any board meeting approving such transaction, on any matter including transaction with such other Person; (1511) payments to and fromin the case of contracts for exploring for, and transactions withproducing, marketing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, or other operational contracts, any joint ventures such contracts entered into in the ordinary course of business and otherwise in compliance with the terms of this Indenture (a) which are fair to the Company and its Restricted Subsidiaries, or consistent are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, in either case in the reasonable determination of the Board of Directors of the Company or the senior management thereof, and (b) with past practices respect to which the Company has complied with clauses (including, without limitation, any cash management activities related thereto)2) and (3) of the preceding paragraph to the extent applicable; and (1612) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate the performance of obligations of the Issuer and the Issuer Company or any of its Restricted Subsidiary that are on arm’s length 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 that is disclosed in the Offering Memorandum under “Certain Relationships and Related Party Transactions,” 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 basis that senior management whole, to the holders of the Issuer reasonably believes allocates costs fairlySecurities than the terms of the agreements in effect on the Issue Date.

Limitation on Affiliate Transactions. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (any such transaction or series of related transactions being “an "Affiliate Transactions”Transaction") involving aggregate value in excess of $50 million unless: : (1i) the terms of such Affiliate Transaction taken as a whole are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’sarm's-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2ii) in the event such Affiliate Transaction involves an aggregate value amount in excess of $100 1.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved Company and by a majority of the Disinterested Directors members of such Board having no personal stake in such transaction, if any (and such majority or (y) the Issuer or any of its Restricted Subsidiariesmajorities, as the case may be, delivers to determines that such Affiliate Transaction satisfies the Trustee criteria in (i) above); and (iii) in the event such Affiliate Transaction involves an aggregate amount in excess of $5.0 million, the Company has received a letter written opinion from an Independent Financial Advisor stating independent investment banking firm of nationally recognized standing that such transaction Affiliate Transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would might reasonably have been obtained in a comparable transaction by the Issuer or at such Restricted Subsidiary with time on an unrelated Person on arm’sarm's-length basisbasis from a Person that is not an Affiliate; provided, however, that this clause (iii) will not apply to any Affiliate Transaction with any joint venture or similar entity in which the Principals and their Related Parties do not have any direct or indirect interests other than the interests of the Company and its Restricted Subsidiaries in such joint venture or similar entity. (b) Section 4.09(aThe foregoing paragraph (a) will shall not apply to: to (1i) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments 3.5; (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2ii) any issuance of (A) securities to any of the Principals and Related Parties or sale of Capital Stock, options, other equity-related interests or other (B) securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, 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 employment arrangements, options, warrants or other rights to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, options and stock appreciation rights plans, participation ownership 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 Issuer, in each case Company; (iii) loans or advances to employees in the ordinary course of business; business of Advanstar or any of its Restricted Subsidiaries; (3) any Management Advances and any waiver or transaction with respect thereto; (4iv) any transaction between or among the Issuer Company and any Restricted a Wholly-Owned Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Wholly-Owned Subsidiaries; (v) payments of customary fees by the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and the entry into and performance of obligations of the Issuer Company 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in DLJ Merchant Banking Funds and their Affiliates made for any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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 in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including including, without limitation, in connection with acquisitions or divestitures, which payments in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (cvi) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted transactions on arm’sarm's-length terms basis with Advanstar IH, Inc. and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into its subsidiaries in the ordinary course of business business; provided, in the case of this clause (vi), that any individual transaction or consistent with past practices series of related transactions consummated in a twelve month period in excess of $5.0 million shall require the written opinion referred to in clause (including, without limitation, any cash management activities related thereto); and (16a)(iii) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlyabove.

Limitation on Affiliate Transactions. (a) The Issuer Borrower will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, enter into into, make, amend or conduct any transaction or series of related transactions (including making a payment to, the purchase, sale, lease or exchange of any property or the rendering of any service) ), contract, agreement or understanding with or for the benefit of any Affiliate of the Issuer Borrower (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 million unless: (1i) the terms of such Affiliate Transaction taken as a whole are not materially no less favorable to the Issuer Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, Affiliate or, if there are in the good faith judgment of the independent members of the Board of Directors of the Borrower no comparable transactions involving non-Affiliates to apply for comparative purposestransaction with an unrelated Person would be available, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined such independent directors determine in good faith to be that such Affiliate Transaction is fair to the Issuer Borrower or such Restricted SubsidiarySubsidiary from a financial point of view; (ii) if such Affiliate Transaction involves aggregate consideration in excess of $20,000,000, the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer certifying that such Affiliate Transactions complies with this Section 9.13(a); and (2iii) in the event if such Affiliate Transaction involves an aggregate value consideration in excess of $100 million35,000,000, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved Borrower and by a majority of the Disinterested Directors members of such Board having no personal stake in such transaction, if any (and such majority or (y) the Issuer or any of its Restricted Subsidiariesmajorities, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating determine that such transaction is fair to Affiliate Transaction satisfies the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained criteria in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basisclause (i) above). (b) Section 4.09(a9.13(a) will not apply to: (1i) any Restricted Payment permitted to be made pursuant to Section 4.05, 9.04 or any Permitted Payments Investment; (ii) any issuance of Equity Interests (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2) any issuance or sale of Disqualified Capital Stock, options, other equity-related interests or other securities), or other payments, awards or grants in cash, securities Equity Interests (other than Disqualified Capital Stock) 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 severance agreements and other compensation arrangements, options, warrants or other rights options to purchase Equity Interests (other than Disqualified Capital Stock Stock) of the Issuer, any Restricted Subsidiary or any ParentBorrower, restricted stock plans, long-term incentive plans, stock 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 and/or indemnity provided on behalf of officersdirectors, employees, directors or consultants approved by the Board of Directors of the Issuer, in each case officers and employees in the ordinary course of business; (3iii) loans or advances to employees, officers or directors in the ordinary course of business of the Borrower or any Management Advances and any waiver or transaction with respect theretoof the Restricted Subsidiaries; (4iv) any transaction between or among the Issuer Borrower and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries and Guarantees issued by the Borrower or any Receivables a Restricted Subsidiary for the benefit of the Borrower or a Restricted Subsidiary, as the case may be, in accordance with Section 9.02; (5v) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns, directly or indirectly, an equity interest in or otherwise controls such joint venture or similar entity; (vi) the issuance or sale of any Equity Interests (other than Disqualified Capital Stock) of the Borrower or the receipt by the Borrower of any capital contribution from its unitholders; (vii) indemnities of officers, directors and employees of the Borrower or any of the Restricted Subsidiaries permitted by bylaw or statutory provisions and any employment agreement or other employee compensation plan or arrangement entered into in the ordinary course of business by the Borrower or any of the Restricted Subsidiaries; (viii) the payment of reasonable customary compensation and fees and reimbursement of expenses paid to, and customary indemnities benefits and employee benefit and pension expenses indemnity provided on behalf of, directors, officers, consultants officers or employees directors of the Issuer, Borrower or any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees)Subsidiary; (6ix) the Existing Transactions, the Transactions, any Permitted Reorganization, and the entry into and performance of obligations of the Issuer Borrower or any of its the Restricted Subsidiaries under the terms of any transaction arising out of, and agreement to which the Borrower or any payments pursuant to or for purposes of funding, any agreement or instrument in effect the Restricted Subsidiaries is a party as of or on the Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseEffective Date, as these agreements and instruments may be amended, modified, supplemented, extended, extended or renewed or refinanced from time to time (includingtime; provided, without limitationhowever, to add additional Persons in connection with that any such Person becoming a Restricted Subsidiary) in accordance with future amendment, modification, supplement, extension or renewal entered into after the other terms of this Section 4.09 or Effective Date will be permitted to the extent that its terms are not materially more disadvantageous disadvantageous, taken as a whole, to the Holders Lenders than the terms of the agreements in any material respect and effect on the entry into and performance of any registration rights or other listing agreement in connection with any Public OfferingEffective Date; (7x) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers suppliers, or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), and otherwise in compliance with the terms of this Agreement which are fair to the Issuer or Borrower and the relevant Restricted Subsidiary Subsidiaries, in the reasonable determination of the Board of Directors or an officer of the Issuer Borrower or the relevant Restricted Subsidiarysenior management thereof, or are on terms no less at least as favorable than those that could as might reasonably have been obtained at such time from an unaffiliated party; (9xi) any transaction guarantees of performance by the Borrower and its Restricted Subsidiaries of the Unrestricted Subsidiaries in the ordinary course of business between business, except for guarantees of Debt in respect of borrowed money; (xii) if such Affiliate Transaction is with a Person in its capacity as a holder of Debt or among Equity Interests of the Issuer Borrower or any Restricted Subsidiary where such Person is treated no more favorably than the holders of such Debt or Equity Interests who are unaffiliated with the Borrower and the Restricted Subsidiaries; (xiii) transactions between the Borrower or any of its subsidiaries and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) Person that would not otherwise constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide except for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer or any Restricted Subsidiary and any other Person fact that would constitute an Affiliate Transaction solely because a one director of such other Person is also a director of the Issuer Borrower or any Parentits Subsidiary, as applicable; provided, however, provided that such director abstains from voting as a director of the Issuer Borrower or its Subsidiary, as applicable, on any matter involving such Parentother Person; (xiv) any transaction in which the Borrower or any of its Restricted Subsidiaries, as the case may be, at any board meeting approving delivers to the Administrative Agent an opinion from an accounting, appraisal or investment banking firm of national standing stating that such transaction, on any matter including transaction is fair to the Borrower or such other Person;Restricted Subsidiary from a financial point of view or that such transaction satisfies the criteria in clause (a)(i) above; and (15xv) payments to and fromgas purchase, and transactions withgathering, any joint ventures transportation, marketing, hedging, production handling, operating, construction, terminalling, storage, lease, platform use, or other operational contracts, entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial on terms substantially similar to those contained in similar contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of entered into by the Issuer and the Issuer Borrower or any Restricted Subsidiary with third parties, or if neither the Borrower nor any Restricted Subsidiary has entered into a similar contract with a third party, on terms that are no less favorable than those available from third parties on arm’s an arm’s-length terms or on a basis that senior management basis, as determined by the Board of Directors of the Issuer reasonably believes allocates costs fairlyBorrower.

Limitation on Affiliate Transactions. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 million €20,000,000 unless: (1i) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2ii) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million€50,000,000, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that Company or the relevant Restricted Subsidiary (as applicable). (b) Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (a)(ii) above if such transaction complies with Section 4.09(a)(1)Affiliate Transaction is approved by a majority of the Disinterested Directors. An If there are no Disinterested Directors, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) Section 10.6 if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Company or such Restricted Subsidiary with an unrelated Person on arm’s-an arm’s length basis. (c) The provisions of clause (b) Section 4.09(a) above will not apply to: (1i) any Restricted Payment permitted to be made pursuant to Section 4.0510.2, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(2010.2(c)(ix)(B)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(ba)(ii), (b), (k) or and (2o) of the definition thereof); (2ii) 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, 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 IssuerCompany, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, stock 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 IssuerCompany, in each case in the ordinary course of business; (3iii) any Management Advances and any waiver or transaction with respect thereto; (4iv) any transaction between or among the Issuer Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables SubsidiarySubsidiaries; (5v) 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 IssuerCompany, any Restricted Subsidiary of the Company or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6vi) the Existing Transactions, the Transactions, any Permitted Reorganization, Transactions and the entry into and performance of obligations of the Issuer Company 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseOriginal Closing Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 10.6 or to the extent not more disadvantageous to the Holders Lenders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7vii) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or cash pooling or management purposes in the ordinary course of business; (8) viii) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements)business, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer the senior management of the Issuer Company 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; (9ix) any transaction in the ordinary course of business between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the Issuer Company or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10x) (aA) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (bB) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this IndentureAgreement; (11xi) without duplication in respect of payments made pursuant to the definition of Parent Expensessub-clause (xii) below, (aA) payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual customary management, consulting, monitoring or advisory fees and related expenses customary for portfolio companies of the Initial Investors described in an aggregate amount not to exceed an amount equal to clause (a) of the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum definition thereof and (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (bB) customary payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause paragraph (bxi) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16xii) commercial contracts (including franchising agreements, business services related agreements payment to any Permitted Holder of all reasonable out of pocket expenses Incurred by such Permitted Holder in connection with its direct or other similar arrangements) between an Affiliate of indirect investment in the Issuer Company and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlyits Subsidiaries.

Limitation on Affiliate Transactions. (a) The Issuer Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Borrower (any such transaction or series of related transactions being “Affiliate Transactions”) involving aggregate value in excess of $50 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer Borrower has conclusively determined in good faith to be fair to the Issuer Borrower or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer Borrower resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2Section 4.09(a)(2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer Borrower or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer Borrower or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer Borrower or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Borrower or such Restricted Subsidiary with an unrelated Person on arm’s-arm’s length basis. (b) The provisions of Section 4.09(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B4.05(b)(9)(b) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in sub-clauses (1)(ba)(ii) or (2b) of the definition thereofof Permitted Investments); (2) 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, 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 IssuerBorrower, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, stock 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 IssuerBorrower, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer Borrower and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the IssuerBorrower, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the IssuerBorrower, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, Reorganization and the entry into and performance of obligations of the Issuer Borrower 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 Issue Date,Effective Date or entered into after the Issue Effective Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, case as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders Lenders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer Borrower or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer of the Issuer Borrower 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 in the ordinary course of business between or among the Issuer Borrower or any Restricted Subsidiary and any Affiliate of the Issuer Borrower or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Borrower or a Restricted Subsidiary or any Affiliate of the Issuer Borrower or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer Borrower or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer Borrower in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this IndentureAgreement, the Intercreditor Agreement or any Additional Intercreditor Agreement, as applicable; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer Borrower or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 3650 million or 1.5% of L2QA Pro Forma EBITDA EBITDA, per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer Borrower or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (bSection 4.09(b)(11) are approved by a majority of the Board of Directors of the Issuer Borrower in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing Financing, and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer Borrower or any of its Subsidiaries that are conducted on arm’s-arm’s length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer Borrower 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 Issuer Borrower or any Parent; provided, however, that such director abstains from voting as a director of the Issuer Borrower or such Parent, as the case may be, at any board meeting approving such transaction, be on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer Borrower and the Issuer Borrower or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer Borrower reasonably believes allocates costs fairly.

Limitation on Affiliate Transactions. (a) The Following the Completion Date, the Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (any such transaction or series of related transactions being “Affiliate Transactions”) involving aggregate value in excess of $50 5 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 25 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An ) hereof; provided that an Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2Section 4.09(a)(2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) Directors. If there are no Disinterested Directors, any Affiliate Transaction shall also be deemed to have satisfied the requirements set forth in this covenant if the Issuer or any of its Restricted Restrictions Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-arm’s length basis. (b) The provisions of Section 4.09(a) hereof will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.054.05 hereof, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)hereof) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or or (2) of the definition thereof); (2) 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, 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, restricted stock plans, long-term incentive plans, stock 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 Issuer, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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 in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairly.

Limitation on Affiliate Transactions. (a) The Issuer Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Borrower (any such transaction or series of related transactions being “Affiliate Transactions”) involving aggregate value in excess of $50 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer Borrower has conclusively determined in good faith to be fair to the Issuer Borrower or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer Borrower resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2Section 4.09(a)(2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer Borrower or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer Borrower or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer Borrower or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Borrower or such Restricted Subsidiary with an unrelated Person on arm’s-arm’s length basis. (b) The provisions of Section 4.09(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B4.05(b)(9)(b) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in sub-clauses (1)(ba)(ii) or (2b) of the definition thereofof Permitted Investments); (2) 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, 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 IssuerBorrower, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, stock 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 IssuerBorrower, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer Borrower and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the IssuerBorrower, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the IssuerBorrower, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, Reorganization and the entry into and performance of obligations of the Issuer Borrower 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 Issue Date, Effective Date or entered into after the Issue Effective Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, case as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders Lenders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer Borrower or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer of the Issuer Borrower 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 in the ordinary course of business between or among the Issuer Borrower or any Restricted Subsidiary and any Affiliate of the Issuer Borrower or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Borrower or a Restricted Subsidiary or any Affiliate of the Issuer Borrower or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer Borrower or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer Borrower in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this IndentureAgreement, the Intercreditor Agreement or any Additional Intercreditor Agreement, as applicable; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer Borrower or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 3665 million or 1.5% of L2QA Pro Forma EBITDA EBITDA, per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer Borrower or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (bSection 4.09(b)(11) are approved by a majority of the Board of Directors of the Issuer Borrower in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing Financing, and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer Borrower or any of its Subsidiaries that are conducted on arm’s-arm’s length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer Borrower 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 Issuer Borrower or any Parent; provided, however, that such director abstains from voting as a director of the Issuer Borrower or such Parent, as the case may be, at any board meeting approving such transaction, transaction on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer Borrower and the Issuer Borrower or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer Borrower reasonably believes allocates costs fairly.

Limitation on Affiliate Transactions. (a) The Issuer will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 100.0 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-arm’s length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 250.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1)Issuer. An Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) of this Section 3.8(a) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) of the Issuer or any of its Restricted SubsidiariesIssuer, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basisif any. (b) The provisions of Section 4.09(a3.8(a) will above shall not apply to: (1) any Restricted Payment or other transaction permitted to be made or undertaken pursuant to Section 4.05, any 3.3 (including Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)Payments) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)Investment; (2) 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 or future, current or the funding offormer employee, director, officer, manager, contractor, consultant or entering into, advisor (or maintenance of, any employment, consulting, collective bargaining their respective Controlled Investment Affiliates 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 Immediate Family Members) of the Issuer, any Restricted Subsidiary of its Subsidiaries or any Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultantsof its Parent Entities and (b) directors’ 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 Issuer, in each case in the ordinary course of businessqualifying shares and shares issued to foreign nationals as required under applicable law; (3) any Management Advances and any waiver or transaction with respect thereto; (4) (a) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Receivables SubsidiaryParent 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 Issuer and such merger, amalgamation or consolidation is otherwise permitted under this Indenture; (5) the payment of reasonable fees compensation, fees, costs and reimbursement of expenses to, and customary 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, consultants managers, contractors, consultants, distributors or employees advisors (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer, any Parent Entity or any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned their Controlled Investment Affiliates or controlled by any of such directors, officers or employeesImmediate Family Members); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseDate, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 3.8 or to the extent not more disadvantageous to the Holders in any material respect and in the entry into and performance reasonable determination of any registration rights or other listing the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in connection with any Public Offeringeffect on the Issue Date; (7) executionany transaction effected as part of a Qualified Securitization Financing or Receivables Facility, delivery and performance any disposition or acquisition of Securitization Assets, Receivables Assets or related assets in connection with any Tax Sharing Agreement Qualified Securitization Financing or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of businessReceivables Facility; (8) transactions with customers, vendors, clients, suppliers joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements)or consistent with past practice, which are fair to the Issuer or the relevant its Restricted Subsidiary Subsidiaries, in the reasonable determination of the Board of Directors or an officer of the Issuer or the relevant Restricted SubsidiaryIssuer, or are on terms no terms, taken as a whole, that are not materially less favorable than those that could as might reasonably have been obtained at such time from an unaffiliated party; (9) any transaction in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Person (including a joint venture, but excluding an Unrestricted Subsidiary) that is an Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances any issuance, sale or sales transfer of Capital Stock (other than Disqualified Stock or Designated Preference SharesPreferred Stock) of the Issuer Issuer, any Parent Entity or any of its Restricted Subsidiaries or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that and the interest rate granting of registration and other financial terms of such Subordinated Shareholder Funding are approved by a majority customary rights (and the performance of the members of the Board of Directors related obligations) in connection therewith or any contribution to capital of the Issuer in their reasonable determination and (b) or any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this IndentureRestricted Subsidiary; (11) without duplication [reserved]; (12) [reserved]; (13) [reserved]; (14) transactions in respect of payments made pursuant which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the definition 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 Parent Expensesview or meets the requirements of Section 3.8(a)(1); (15) the existence of, (a) payments or the performance by the Issuer 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 Permitted Holder similar agreement that it (whether directly or indirectlyany Parent Entity) may enter into thereafter; provided that the existence of, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments performance by the Issuer or any Restricted Subsidiary (or any Parent Entity) of its obligations under any future amendment to any Permitted Holder (whether directly such existing agreement or indirectly, including through under any Parent) 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 in respect of similar agreement entered into after the Issue Date will only be permitted under this clause (b) to the extent that the terms of any such amendment or new agreement are approved by not otherwise, when taken as a majority of whole, more disadvantageous to the Board of Directors Holders in any material respect in the reasonable determination of the Issuer than those in good faith; and (c) payments of all fees and expenses related to effect on the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted ReorganizationIssue Date; (1216) any transaction effected as part purchases by the Issuer’s Affiliates of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting Indebtedness or Disqualified Stock of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its the Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Issuer’s Affiliates; provided that such purchases by the Issuer’s Affiliates are conducted on arm’s-length terms and provide for the same price or exchange ratio, terms as such purchases by such Persons who are not the case may be, to all holders accepting such rights, tender or exchange offerIssuer’s Affiliates; (1417) transactions between the Issuer (i) investments by Affiliates in securities 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 loans of the Issuer or any Parent; provided, however, that of the Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such director abstains from voting Affiliates in connection therewith) so long as a director the investment is being offered by the Issuer or such Restricted Subsidiary generally to other non-affiliated third party investors on the same or more favorable terms and (ii) payments to Affiliates in respect of securities or loans of the Issuer or any of the Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Personsecurities or loans; (1518) payments by any Parent Entity, the Issuer and its Restricted Subsidiaries pursuant to and from, and transactions with, any joint ventures entered into in the ordinary course of business tax sharing or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related receivable agreements or other similar arrangements) between an Affiliate equity agreements in respect of Related Taxes among any such Parent Entity, the Issuer and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairly.its Subsidiaries;

Limitation on Affiliate Transactions. (a) The Issuer LGEC will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease lease, exchange or exchange other disposition of any property or asset or the rendering of any service) with any Affiliate of the Issuer LGEC (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value consideration in excess of $50 million 30,000,000 unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer LGEC or such Restricted Subsidiary, as the case may be, than those that could be have been obtained by LGEC or such Restricted Subsidiary in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who that is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value consideration in excess of $100 million60,000,000 (or with respect to transactions involving any item of Product, $90,000,000), the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved LGEC and by a majority of the Disinterested members of such Board of Directors having no personal stake in such transaction, if any (and such majority or (y) the Issuer or any of its Restricted Subsidiariesmajorities, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating determines that such transaction is fair to Affiliate Transaction satisfies the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained criteria in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basisclause (1) above). (b) The provisions of Section 4.09(a4.11(a) will not apply to: (1) (A) transactions between or among LGEC and any of 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 Indebtedness that would be permitted to be Incurred 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 Indenture; (2) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) 4.07 or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)Investments; (23) any loan or 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, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement employment agreements and other compensation arrangements, options, warrants or other rights options to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any ParentLGEC, restricted stock plans, long-term incentive plans, stock 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 and/or indemnity provided on behalf of officers, Officers and employees, directors or consultants approved by the Board of Directors of the Issuer, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between the payment of reasonable and customary fees and reimbursement of expenses paid to and indemnity provided on behalf of, directors of LGEC or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 as in effect as of or on the Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseDate, as these agreements and instruments may be amended, modified, supplemented, extended, extended or renewed or refinanced from time to time (includingtime, without limitation, to add additional Persons in connection with so long as any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 amendment, modification, supplement, extension or to the extent renewal is not more disadvantageous to the Holders in any material respect in the good faith judgment of LGEC 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 entry time such Person is acquired by or merged, amalgamated or consolidated into and performance LGEC or a Restricted Subsidiary; provided, that such agreement was not entered into in contemplation of such acquisition, merger, amalgamation or consolidation, or any registration rights amendment thereto (so long as any such agreement is not disadvantageous to the Holders in the good faith judgment of LGEC when taken as a whole as compared to the applicable agreement as in effect on the date of such acquisition, merger, amalgamation or other listing agreement in connection with any Public Offeringconsolidation); (7) executiontransactions 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 LGEC and performance the Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture; provided that, in the reasonable determination of LGEC, such transactions are on terms that are no less favorable to LGEC or the relevant Restricted Subsidiary than those that could reasonably have been obtained at the time of such transactions in a comparable transaction by LGEC or such Restricted Subsidiary with an unrelated Person; (8) 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; (9) the entering into of any Tax Sharing Agreement tax sharing agreement or arrangement and the formation performance thereunder; (10) any contribution to the capital of LGEC, or any sale of Capital Stock of LGEC (other than Disqualified Stock); (11) transactions permitted by, and maintenance complying with, the provisions of Section 5.01; (12) pledges of Capital Stock of Unrestricted Subsidiaries; (13) any consolidated group for tax, accounting employment agreements entered into by LGEC or management purposes any of its Restricted Subsidiaries in the ordinary course of business; (8) transactions with customers14) any distribution, clientslicense, suppliers participation, sale, lease, production, reproduction or purchasers co-financing agreement, guarantee, negative pick-up or sellers of goods other acquisition agreement, or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant other similar agreement to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination any of the Board of Directors or an officer of the Issuer or the relevant Restricted Subsidiaryforegoing, 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 in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto)and on an arm’s length basis; and (1615) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlyPermitted Slate Transaction.

Limitation on Affiliate Transactions. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly enter into, or indirectlybe a party to, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company or such Restricted Subsidiary (any such transaction other than the Company or series of related transactions being a Restricted Subsidiary) (each, an “Affiliate Transaction”), except for Affiliate Transactions”) involving aggregate value in excess of $50 million unless: (1i) the terms of such Affiliate Transaction taken as a whole are not materially less favorable pursuant to the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer Company or its relevant such Restricted Subsidiary than those that would have been be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate; and (ii) if involving aggregate consideration in an amount equal to at least $25.0 million, then the Company shall have delivered to the Trustee a board resolution adopted by a majority of the Issuer or disinterested members of the Board of Directors approving such Restricted Subsidiary Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with an unrelated Person on arm’s-length basisSection 4.07(a)(i). (b) Section 4.09(a4.07(a) will shall not apply toto the following: (1i) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2) 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, or entering into, or maintenance of, any employment, consulting, collective bargaining service, indemnification, termination or benefit plan, program, severance agreement or compensation plan or arrangement entered into by the Company or any Restricted Subsidiary, and the transactions customarily provided for by any such agreement, plan or arrangement, related trust or other similar agreement ; (ii) reasonable compensation (including bonuses) and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including valuationretirement, health, insurancestock option and other benefit plans and transactions contemplated thereby) for directors, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employeesemployees and consultants of the Company and its Subsidiaries; (iii) transactions between or among the Company and/or any Restricted Subsidiaries; (iv) any transaction with any non-Affiliate that becomes an Affiliate as a result of such transaction; (v) (x) any agreement existing on the Issue Date, directors as in effect on the Issue Date, or as modified, amended, amended and restated, supplemented or replaced so long as the terms of such agreement as modified, amended, amended and restated, supplemented or replaced, taken as a whole, are not materially more disadvantageous to the Company and the Restricted Subsidiaries, taken as a whole, than the terms of such agreement as in effect on the Issue Date, as determined in good faith by the Board of Directors, and (y) any transaction contemplated by any such agreement; (vi) loans or advances to employees or consultants in the ordinary course of business or approved by the Board of Directors Directors, but in any event not to exceed $5.0 million in the aggregate outstanding at any one time, and cancellation or forgiveness or modification of the Issuerterms of such loans or advances; (vii) the issuance or sale of any Equity Interests (other than Disqualified Stock) of the Company; (viii) transactions with customers, clients, joint-venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or Company and the relevant Restricted Subsidiary Subsidiaries in the reasonable determination of the Board of Directors or an officer of the Issuer or the relevant Restricted Subsidiary, Company or are on terms no not materially less favorable favorable, taken as a whole, to the Company and the Restricted Subsidiaries than those that could might reasonably have been obtained at such time from an unaffiliated partya non-Affiliate; (9ix) any transaction in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any transactions with a Person that is an Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary solely because the Company directly or any Affiliate of the Issuer indirectly owns Equity Interests in, or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls controls, such Affiliate, Associate or similar entityother than transactions with Unrestricted Subsidiaries; (10x) (a) issuances or sales the making of Capital Stock any Restricted Payment not prohibited by Section 4.04 and any Permitted Investments (other than Disqualified Stock or Designated Preference Sharesa Permitted Investment described in clause (xv) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenturedefinition thereof); (11xi) without duplication in respect the provision of payments made pursuant to the definition of Parent Expensesmanagement, (a) payments financial and operational services by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly Unrestricted Subsidiaries or indirectly, including through any Parent) joint ventures on terms that are determined by the Board of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not Directors to exceed an amount equal be fair to the greater of $65 million Company or 1.5% of L2QA Pro Forma EBITDA per annum such Restricted Subsidiary; and (xii) any transaction with unused amounts in any calendar year being carried over to an Affiliate where the succeeding calendar years) and; (b) customary payments only consideration paid by the Issuer Company or any Restricted Subsidiary to any Permitted Holder consists of Equity Interests (whether directly or indirectly, including through any Parentother than Disqualified Stock) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlyCompany.

Limitation on Affiliate Transactions. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of the greater of $50 80.0 million unless: (1) and 10.0% of LTM EBITDA unless the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-arm’s length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basis. (b) Section 4.09(aThe provisions of ‎Section 3.8(a) will shall not apply to: (1) any Restricted Payment (including any payments that are exceptions to the definition of Restricted Payments) permitted to be made pursuant to Section 4.05, any ‎Section 3.3 (including Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)Payments) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)Investment; (2) 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 future, current or former employee, director, officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) of the funding of, or entering into, or maintenance ofCompany, 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 its Subsidiaries or any Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultantsof its Parent Entities and (b) directors’ 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 Issuer, in each case in the ordinary course of businessqualifying shares and shares issued to foreign nationals as required under applicable law; (3) the payment of all reasonable out-of-pocket expenses incurred by Onex or any Management Advances and any waiver of its Affiliates in connection with the performance of management, consulting, monitoring, advisory or transaction other services with respect theretoto the Company and the Restricted Subsidiaries, plus any reasonable advisory fee paid in connection with an acquisition or other similar Investment or Disposition; (4) (a) any transaction between or among the Issuer Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Receivables SubsidiaryParent 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 reasonable fees compensation (including bonuses), fees, costs and reimbursement of expenses to, and customary 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, consultants managers, contractors, consultants, distributors or employees advisors (or their respective Controlled Investment Affiliates or Immediate Family Members) of the IssuerCompany, any Parent Entity or any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned their Controlled Investment Affiliates or controlled by any of such directors, officers or employeesImmediate Family Members); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and the entry into and performance of obligations of the Issuer Company 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseDate, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 ‎Section 3.8 or to the extent not more disadvantageous to the Holders in any material respect and in the entry into and performance reasonable determination of any registration rights or other listing the Company to the Holders when taken as a whole as compared to the applicable agreement as in connection with any Public Offeringeffect on the Issue Date; (7) execution, delivery and performance any transaction effected as part of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of businessa Qualified Receivables Financing; (8) transactions with customers, vendors, clients, suppliers joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements)or consistent with past practice, which are fair to the Issuer Company or the relevant its Restricted Subsidiary Subsidiaries, in the reasonable determination of the Board of Directors or an officer of the Issuer or the relevant Restricted SubsidiaryCompany, or are on terms no terms, taken as a whole, that are not materially less favorable than those that could as might reasonably have been obtained at such time from an unaffiliated party; (9) any transaction in the ordinary course of business between or among the Issuer Company or any Restricted Subsidiary and any Person (including a joint venture or an Unrestricted Subsidiary) that is an Affiliate of the Issuer Company or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the Issuer Company or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances any issuance, sale or sales transfer of Capital Stock (other than Disqualified Stock or Designated Preference SharesPreferred Stock) of the Issuer Company, any Parent Entity or any of its Restricted Subsidiaries or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that and the interest rate granting of registration and other financial terms of such Subordinated Shareholder Funding are approved by a majority customary rights (and the performance of the members related obligations) in connection therewith or any contribution to capital of the Board of Directors of the Issuer Company or any Restricted Subsidiary, or awards or grants in their reasonable determination cash, securities or otherwise including pursuant to or in connection with employment agreements, stock options and (b) any amendment, waiver stock ownership plans or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenturesimilar employee benefit plans; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, [reserved]; (a) payments by the Issuer or any Restricted Subsidiary payment to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual its Affiliates of all out of pocket expenses incurred by such Permitted Holder or its Affiliates in connection with management, consultingmonitoring, monitoring or consultancy, transaction, advisory fees and related expenses in an aggregate amount not to exceed an amount equal other services provided to the greater Company and its Subsidiaries; or their appointees serving on the Board of $65 million Directors or 1.5% the board of L2QA Pro Forma EBITDA per annum directors of any of the Company’s Subsidiaries and compensation to be paid (with unused amounts in or accrued) to directors of the Company or any calendar year being carried over to the succeeding calendar years) and; of its Subsidiaries and (b) customary payments by the Issuer indemnities owed to Permitted Holders or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assetstheir Affiliates; (13) any participation [reserved]; (14) transactions in a rights offer or public tender or exchange offers for securities or debt instruments issued by which the Issuer Company or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratioRestricted Subsidiary, as the case may be, delivers to all holders accepting the Trustee a letter from an Independent Financial Advisor stating that such rights, tender transaction is fair to the Company or exchange offer; (14) transactions between the Issuer or any such Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because from a director financial point of such other Person is also a director view or meets the requirements of the Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person‎Section 3.8(a); (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 a 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 Issue Date; (16) any purchases by the Company’s Affiliates of Indebtedness or Disqualified Stock of the Company or any of the Restricted Subsidiaries the majority of which Indebtedness or 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 Affiliates in connection therewith) so long as the investment is being offered by the Company or such Restricted Subsidiary generally to other non-affiliated third party investors on the same or 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) of this Section 3.8(b)(17) 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 the Tax Receivable Agreement; (19) any employment agreements, option plans and other similar arrangements entered into by the Company or any of the Restricted Subsidiaries with future, current or former employees, contractors or consultants; (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 Board of Directors of the Company or any direct or indirect parent of the Company or of a Restricted Subsidiary, as appropriate, in good faith; (21) transactions permitted by, and complying with ‎Section 3.5 and ‎Section 4.1(a)(3); (22) (i) the existence and performance of agreements and 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 under ‎Section 3.17 and (ii) pledges of Capital Stock of Unrestricted Subsidiaries; (23) [reserved]; (24) licensing of trademarks, copyrights or other intellectual property to permit the commercial exploitation of intellectual property between or among the Company and its Restricted Subsidiaries; (25) payments to or from, and transactions with, any Subsidiary or any joint ventures entered into venture (including Xxxx Xx) in the ordinary course of business or consistent with past practices practice (including, without limitation, including any cash management arrangements or activities related thereto); (26) 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; (27) any payments permitted by ‎Section 3.3(b)(31) or, with respect to franchise or similar Taxes, by ‎Section 3.3(b)(9)(i); (28) [reserved]; (29) payments, loans or advances to employees or consultants or guarantees in respect thereof (or cancellation of loans, advances or guarantees) for bona fide business purposes in the ordinary course of business; (30) the payment of reasonable and customary fees and reimbursements paid to, and indemnity and similar arrangements provided on behalf of, former, current or future officers, directors, managers, employees or consultants of the Company or any Restricted Subsidiary or any Parent Entity; (31) Permitted Intercompany Activities, Permitted Tax Restructurings, Intercompany License Agreements and related transactions; and (1632) commercial contracts (including franchising agreementsi) any lease entered into between the Company or any Restricted Subsidiary, business as lessee, and any Affiliate of the Company, as lessor and (ii) any operational services related agreements or other similar arrangementsarrangement 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 Company. In addition, if the Company or any of its Restricted Subsidiaries (i) between purchases or otherwise acquires assets or properties from a Person which is not an Affiliate, the purchase or acquisition by an Affiliate of the Issuer and Company of an interest in all or a portion of the Issuer assets or any properties acquired shall not be deemed an Affiliate Transaction (or cause such purchase or acquisition by the Company or a Restricted Subsidiary that are on arm’s length terms to be deemed an Affiliate Transaction) or on (ii) sells or otherwise disposes of assets or other properties to a basis that senior management Person who is not an Affiliate, the sale or other disposition by an Affiliate of the Issuer reasonably believes allocates costs fairlyCompany 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. (a) The Issuer and the Corporation will not, and will not permit any of its their respective Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (any such transaction or series of related transactions being “an "Affiliate Transactions”Transaction") involving aggregate value payments or consideration in excess of of‌ $50 5.0 million unless: (1) the terms of such Affiliate Transaction taken as a whole Transaction, when viewed together with any related Affiliate Transactions, are not materially less favorable favourable to the Corporation, the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’sarm's-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and; (2) in the event such Affiliate Transaction involves an aggregate value consideration in excess of $100 15.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved Corporation and by a majority of the Disinterested disinterested members of the Board of Directors of the Corporation (and such majority or (y) the Issuer or any of its Restricted Subsidiariesmajorities, as the case may be, delivers to determines that such Affiliate Transaction satisfies the Trustee criteria in clause (1) above); and (3) in the event such Affiliate Transaction involves an aggregate consideration in excess of $50.0 million, the Corporation has received a letter written opinion from an Independent Financial Advisor stating that such transaction Affiliate Transaction is fair to the Issuer or such Restricted Subsidiary fair, from a financial point of view view, to the Corporation, the Issuer and the Restricted Subsidiaries, as applicable, or stating not materially less favourable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's length basis from a Person that is not an Affiliate. (b) The provisions of Section 4.11(a) will not apply to: (1) any (i) Restricted Payment permitted to be made pursuant to Section 4.7 and (ii) Permitted Investment in any Person (other than any Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely as a result of ownership of Investments in such Person by the Issuer or any Restricted Subsidiary; (2) 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 Issuer pursuant to restricted stock plans, long-term incentive plans, stock option plans, restricted stock unit plans, performance-based stock unit plans, deferred stock unit plans, stock appreciation rights plans, participation plans or similar employee benefits plans, pension plans or similar plans, agreements or arrangements approved by the Board of Directors of the Corporation; (3) loans (or cancellation of loans) or advances to employees, officers or directors of the Issuer, any of its direct or indirect parent companies or any Restricted Subsidiary of the Issuer which are approved by a majority of the Board of Directors of the Corporation in good faith; (4) any transaction between or among the Issuer, the Corporation and any Restricted Subsidiary or between or among Restricted Subsidiaries, and any 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 4.9; (5) 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 similar arrangements provided on behalf of, directors, officers, employees and agents of the Corporation, the Issuer or any Restricted Subsidiary, whether by charter, bylaw, statutory or contractual provisions; (6) the existence of, and the performance of obligations of the Corporation, the Issuer or any of the Restricted Subsidiaries under the terms of any agreement to which the Corporation, the Issuer or any of the 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, 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 Issuer, than the terms of the agreements in effect on the Issue Date; (7) 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 Issuer, the Corporation 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 Issuer, 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, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Corporation, the Issuer and any Restricted Subsidiary and otherwise in compliance with the terms of this Indenture; provided that as determined in Good Faith by the Issuer, such transactions are on terms that are not materially less favorable favourable to the Issuer or its the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basis. (b) Section 4.09(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)Person; (29) any purchases by the Issuer's Affiliates of Indebtedness of the Issuer, the Corporation or any of the Restricted Subsidiaries the majority of which Indebtedness is placed with Persons who are not Affiliates and the Affiliates of the Issuer purchase such Indebtedness on similar terms; (10) any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Issuer and the granting of registration and other customary rights in connection therewith or any contribution to the Capital Stock of the Issuer or any Restricted Subsidiary; (11) the existence of, optionsor the performance by the Issuer, other equity-related interests the Corporation or other any Restricted Subsidiaries of its obligations under the terms of any agreement described or incorporated by reference in the Offering Memorandum; provided, however, that the existence of, or the performance by the Issuer, the Corporation or any Restricted Subsidiary of its obligations under any future amendment to such existing agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (11) to the extent that the terms of any such amendment or new agreement, 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 Issuer, than the terms of the agreements in effect on the Issue Date; and (12) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise (other than Disqualified Stock) pursuant to, or the funding of, 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 employment arrangements, options, warrants or other rights to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any Parent, restricted stock plansunits, longperformance-term incentive plansbased stock units, deferred stock units, stock appreciation rights plans, participation options and stock ownership 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 Issuer, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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 in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer Corporation in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairly.

Limitation on Affiliate Transactions. (a) The Issuer Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Parent (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 5.0 million unless: (1i) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Parent or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2ii) in the event such Affiliate Transaction involves an aggregate value in excess of $100 25.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the disinterested members of the Board of Directors of the Issuer Parent resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2i) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basisthis Section 4.06(a). (b) The provisions of Section 4.09(a4.06(a) will not apply to: (1i) any Restricted Payment permitted to be made pursuant to Section 4.054.02, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(204.02(c)(ix)(B)(ii)) or any Permitted Investment (other than Permitted Investments as defined in clauses paragraphs (1)(b) or ), (2), (11) and (15) of the definition thereof); (2ii) 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, 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 IssuerParent, any Restricted Subsidiary or any ParentParent Holdco, restricted stock plans, long-term incentive plans, stock 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 IssuerParent, in each case in the ordinary course of business; (3iii) any Management Advances and any waiver or transaction with respect thereto; (4iv) any transaction between or among the Issuer Parent and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables SubsidiarySubsidiaries; (5v) 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 IssuerParent, any Restricted Subsidiary or any CVC Parent Holdco (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6a) the Existing TransactionsRefinancing, the Transactions, any Permitted Reorganization, and (b) the entry into and performance of obligations of the Issuer Parent or any of its Restricted Subsidiaries under the terms of any transaction arising out ofpursuant to or contemplated by, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseDate, as these agreements and instruments may be amended, modified, supplemented, extended, renewed renewed, replaced or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 4.06 or to the extent not more disadvantageous to the Holders in any material respect respect, and (c) the entry into and performance of any registration rights or other listing agreement in connection with any Public Offeringagreement; (7vii) the execution, delivery and performance of 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; (8) viii) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements)business, which are fair to the Issuer Parent or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer Officer of the Issuer 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; (9ix) any transaction in the ordinary course of business between or among the Issuer Parent or any Restricted Subsidiary and any Affiliate of the Issuer Parent or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Parent or a Restricted Subsidiary or any Affiliate of the Issuer Parent or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (ax) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference SharesStock) of the Issuer Parent or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this IndentureStock; (11xi) without duplication in respect payment of payments made any Securitization Fees and purchases of Securitization Assets pursuant to the definition a Securitization Repurchase Obligation as part of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faithQualified Securitization Financing; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization;and (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13xii) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer Parent or any of its Subsidiaries that are conducted on arm’s-arms’ length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairly.

Limitation on Affiliate Transactions. (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (any such transaction or series of related transactions being “Affiliate Transactions”) involving aggregate value in excess of $50 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basis. (b) Section 4.09(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2) 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, 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, restricted stock plans, long-term incentive plans, stock 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 Issuer, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution)Date, in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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 in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-arm’s- length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairly.

Limitation on Affiliate Transactions. (a) .. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly enter into, or indirectlybe a party to, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company or such Restricted Subsidiary (any such transaction other than the Company or series of related transactions being a Restricted Subsidiary) (each, an “Affiliate Transaction”), except for Affiliate Transactions”) involving aggregate value in excess of $50 million unless: (1i) the terms of such Affiliate Transaction taken as a whole are not materially less favorable pursuant to the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer Company or its relevant such Restricted Subsidiary than those that would have been be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate; and (ii) if involving aggregate consideration in an amount equal to at least $25.0 million, then the Company shall have delivered to the Trustee a board resolution adopted by a majority of the Issuer or disinterested members of the Board of Directors approving such Restricted Subsidiary Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with an unrelated Person on arm’s-length basisSection 4.07(a)(i). (b) Section 4.09(a4.07(a) will shall not apply toto the following: (1i) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2) 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, or entering into, or maintenance of, any employment, consulting, collective bargaining service, indemnification, termination or benefit plan, program, severance agreement or compensation plan or arrangement entered into by the Company or any Restricted Subsidiary, and the transactions customarily provided for by any such agreement, plan or arrangement, related trust or other similar agreement ; (ii) reasonable compensation (including bonuses) and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including valuationretirement, health, insurancestock option and other benefit plans and transactions contemplated thereby) for directors, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employeesemployees and consultants of the Company and its Subsidiaries; (iii) transactions between or among the Company and/or any Restricted Subsidiaries; (iv) any transaction with any non-Affiliate that becomes an Affiliate as a result of such transaction; (v) (x) any agreement existing on the Issue Date, directors as in effect on the Issue Date, or as modified, amended, amended and restated, supplemented or replaced so long as the terms of such agreement as modified, amended, amended and restated, supplemented or replaced, taken as a whole, are not materially more disadvantageous to the Company and the Restricted Subsidiaries, taken as a whole, than the terms of such agreement as in effect on the Issue Date, as determined in good faith by the Board of Directors, and (y) any transaction contemplated by any such agreement; (vi) loans or advances to employees or consultants in the ordinary course of business or approved by the Board of Directors Directors, but in any event not to exceed $5.0 million in the aggregate outstanding at any one time, and cancellation or forgiveness or modification of the Issuerterms of such loans or advances; (vii) the issuance or sale of any Equity Interests (other than Disqualified Stock) of the Company; (viii) transactions with customers, clients, joint-venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or Company and the relevant Restricted Subsidiary Subsidiaries in the reasonable determination of the Board of Directors or an officer of the Issuer or the relevant Restricted Subsidiary, Company or are on terms no not materially less favorable favorable, taken as a whole, to the Company and the Restricted Subsidiaries than those that could might reasonably have been obtained at such time from an unaffiliated partya non-Affiliate; (9ix) any transaction in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any transactions with a Person that is an Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary solely because the Company directly or any Affiliate of the Issuer indirectly owns Equity Interests in, or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls controls, such Affiliate, Associate or similar entityother than transactions with Unrestricted Subsidiaries; (10x) (a) issuances or sales the making of Capital Stock any Restricted Payment not prohibited by Section 4.04 and any Permitted Investments (other than Disqualified Stock or Designated Preference Sharesa Permitted Investment described in clause (xv) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenturedefinition thereof); (11xi) without duplication in respect the provision of payments made pursuant to the definition of Parent Expensesmanagement, (a) payments financial and operational services by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly Unrestricted Subsidiaries or indirectly, including through any Parent) joint ventures on terms that are determined by the Board of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not Directors to exceed an amount equal be fair to the greater of $65 million Company or 1.5% of L2QA Pro Forma EBITDA per annum such Restricted Subsidiary; and (xii) any transaction with unused amounts in any calendar year being carried over to an Affiliate where the succeeding calendar years) and; (b) customary payments only consideration paid by the Issuer Company or any Restricted Subsidiary to any Permitted Holder consists of Equity Interests (whether directly or indirectly, including through any Parentother than Disqualified Stock) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlyCompany.

Limitation on Affiliate Transactions. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, conduct any business or enter into or conduct any transaction or series of related similar transactions involving an amount in excess of $15.0 million (including the purchase, sale, lease or exchange of any asset or property or the rendering of any service) with any Affiliate of the Issuer Company (other than any employee stock ownership plan for the benefit of the Company’s or a Restricted Subsidiary’s employees) unless the terms of such business, transaction or series of related transactions being “Affiliate Transactions”) involving aggregate value in excess of $50 million unlessare: (1i) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Company or such Restricted Subsidiary, Subsidiary taken as a whole as terms that would be obtainable at the case may be, than those that could be obtained in time for a comparable transaction at the time or series of such transaction or the execution of the agreement providing for such transaction similar transactions in arm’s-arms length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiaryunrelated third Person; and (2ii) in the event if such Affiliate Transaction business, transaction or series of similar transactions involves an aggregate value amount in excess of $100 50.0 million, the terms of such business, transaction or series of related similar transactions have been approved by shall be in writing and a resolution of the majority of the disinterested members of the Board of Directors of the Issuer resolving shall have, by resolution, determined in good faith that such business or transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied or series of transactions meets the requirements criteria set forth in this clause (2i) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basis.above; (b) The provisions of Section 4.09(a10.12(a) will shall not apply to: (1i) any Restricted Payment permitted to be made pursuant to Section 4.0510.10, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) payment or Section 4.05(b)(20)) transaction specifically excepted from the definition of Restricted Payment or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)Investment; (2ii) 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, 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 employment arrangements, options, warrants or other rights to purchase Capital Stock stock options and stock ownership plans entered into in the ordinary course of business and approved by a majority of the Issuer, any Restricted Subsidiary entire Board of Directors or any Parent, restricted stock plans, long-term incentive plans, stock 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 by a majority of officers, employees, directors or consultants approved by the disinterested members of the Board of Directors or a majority of the Issuerentire board of directors or a majority of the disinterested members of the board of directors of the relevant Restricted Subsidiary; (iii) the grant of stock options or similar rights to employees and directors pursuant to plans approved by a majority of the entire Board of Directors or by a majority of the disinterested members of the Board of Directors or a majority of the entire board of directors or a majority of the disinterested members of the board of directors of the relevant Restricted Subsidiary; (iv) loans or advances to officers, in each case directors or employees in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5v) the payment of reasonable fees to directors of the Company and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or its Restricted Subsidiaries who are not employees of the Issuer, Company or its Restricted Subsidiaries; (vi) any business transaction or series of transactions between the Company and one or more Restricted Subsidiary Subsidiaries or between Restricted Subsidiaries; (vii) indemnification or insurance provided to officers or directors of the Company or any CVC Parent Subsidiary approved in good faith by the Board of Directors (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employeesa committee thereof); (6viii) payment of compensation and benefits to directors, officers and employees of the Company and its Subsidiaries approved in good faith by the Board of Directors (or a committee thereof); (ix) the Existing Transactionspurchase of or the payment of Indebtedness of or monies owed by the Company or any of its Restricted Subsidiaries for goods or materials purchased, or services received, in the Transactionsordinary course of business; (x) the existence of, any Permitted Reorganization, and or the entry into and performance of obligations of by the Issuer Company 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 as in effect as of or on the Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution any amendment thereto (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, so long as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming agreement or instrument together with all amendments thereto, taken as a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent whole, is not more disadvantageous to the Holders holders of the Notes in any material respect and than the entry into and performance of original agreement or instrument as in effect on the Issue Date) or any registration rights or other listing agreement in connection with any Public Offeringtransaction contemplated thereby; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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; (9xi) any transaction in the ordinary course of business between transactions, arrangements or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction agreements effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assetsa Qualified Equipment Financing; (13xii) any participation intercompany transactions, arrangements or agreements in a rights offer or public tender or exchange offers for securities or debt instruments issued by effect on the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offerIssue Date; (14xiii) transactions between the Issuer with joint ventures, Unrestricted Subsidiaries 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures Affiliates entered into in the ordinary course of business or consistent where the Affiliate relationship arises by virtue of its equity ownership interest; (xiv) the payment of premiums, receipt of proceeds and other finance-related transactions in each case on terms customary for such transactions between the Company or any Restricted Subsidiary of the Company and any Affiliate of the Company that is a “captive finance” entity whose primary business is providing financing to customers of the Company or any Restricted Subsidiary; (xv) transactions in which the Company or any of the Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from a nationally recognized independent investment banking firm, accounting firm or appraisal firm with past practices (including, without limitation, any cash management activities related thereto)experience in evaluating the terms and conditions of such type of business or transactions stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; and (16xvi) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate pledges of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management Capital Stock of the Issuer reasonably believes allocates costs fairlyUnrestricted Subsidiaries.

Limitation on Affiliate Transactions. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, to enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 million unless: (1i) the terms of such Affiliate Transaction taken as a whole Transaction, when viewed together with any related Affiliate Transactions, are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and; (2ii) in the event such Affiliate Transaction involves an aggregate value consideration in excess of $100 15.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the disinterested members of the Board of Directors of the Issuer resolving Company (and such majority determines that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved by a majority satisfies the criteria in clause (i) above); and (iii) in the event such Affiliate Transaction involves an aggregate consideration in excess of $25.0 million, the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter Company has received an opinion from an Independent Financial Advisor stating that such transaction Affiliate Transaction is fair to the Issuer or such Restricted Subsidiary fair, from a financial point of view view, to the Company and the Restricted Subsidiaries, as applicable, or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would might reasonably have been obtained in a comparable transaction by the Issuer or at such Restricted Subsidiary with time on an unrelated Person on arm’s-length basisbasis from a Person that is not an Affiliate. (b) The provisions of Section 4.09(a3.8(a) will shall not apply to: (1i) any (x) Restricted Payment permitted to be made pursuant to Section 4.05, 3.4 and (y) Permitted Investment in any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) Person that is an Affiliate of the Company solely as a result of ownership of Investments in such Person by the Company or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)Restricted Subsidiary; (2ii) 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, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement employment agreements and other compensation arrangements, options, warrants or other rights options to purchase Capital Stock of the Issuer, any Restricted Subsidiary or any Parent, Company pursuant to restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans, pension plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs plans or arrangements) agreements or indemnities provided on behalf of officers, employees, directors or consultants arrangements approved by the Board of Directors of the IssuerCompany; (iii) loans or advances to employees, in each case officers or directors of the Company or any Subsidiary of the Company in the ordinary course of business, in an aggregate amount outstanding at any time not in excess of $5.0 million (without giving effect to the forgiveness of any such loan); (3) any Management Advances and any waiver or transaction with respect thereto; (4iv) any transaction between or among the Issuer 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 any Guarantees issued by the Issuer, Company or a Restricted Subsidiaries Subsidiary for the benefit of the Company or any Receivables a Restricted Subsidiary; (5v) the payment of reasonable fees and reimbursement customary compensation (including fees, benefits, severance, change of expenses control payments and incentive arrangements) to, and customary indemnities and employee benefit arrangements, including, without limitation, split-dollar insurance policies, and pension expenses indemnity or similar arrangements provided on behalf of, directors, officers, consultants or employees and agents of the Issuer, any Restricted Subsidiary Company or any CVC Parent (Subsidiary, whether directly by charter, bylaw, statutory or indirectly and including through any Person owned or controlled by any of such directors, officers or employees)contractual provisions; (6vi) the Existing Transactions, the Transactions, any Permitted Reorganizationexistence of, and the entry into and performance of obligations of the Issuer Company or any of its Restricted Subsidiaries under the terms of any transaction arising out of, and agreement to which the Company or any payments pursuant to or for purposes of funding, any agreement or instrument in effect its Restricted Subsidiaries is a party as of or on the Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseDate, as these agreements and instruments may be amended, modified, supplemented, extended, extended or renewed or refinanced from time to time (includingtime; provided, without limitationhowever, to add additional Persons in connection with that any such Person becoming a Restricted Subsidiary) in accordance with future amendment, modification, supplement, extension or renewal entered into after the other terms of this Section 4.09 or 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; (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 Company 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 and to the entry into and performance 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 any registration rights such acquisition or other listing agreement in connection with any Public Offeringmerger); (7viii) executioninsurance transactions, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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 in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate intercompany pooling and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) reinsurance transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or and consistent with past practices practice; (including, without limitation, ix) any cash management activities related thereto)purchases by the Company’s Affiliates of Indebtedness of the Company or any of its Restricted Subsidiaries the majority of which Indebtedness is placed with Persons who are not Affiliates; (x) arrangements for indemnification payments for directors and officers of the Company and its Subsidiaries; and (16xi) commercial contracts any issuance or sale of Capital Stock (including franchising agreements, business services related agreements or other similar arrangementsthan Disqualified Stock) between an Affiliate to Affiliates of the Issuer Company and the Issuer granting of registration and other customary rights in connection therewith or any contribution to the Capital Stock of the Company or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlySubsidiary.

Limitation on Affiliate Transactions. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, conduct any business or enter into or conduct any transaction or series of related similar transactions involving an amount in excess of $15.0 million (including the purchase, sale, lease or exchange of any asset or property or the rendering of any service) with any Affiliate of the Issuer Company (other than any employee stock ownership plan for the benefit of the Company’s or a Restricted Subsidiary’s employees) unless the terms of such business, transaction or series of related transactions being “Affiliate Transactions”) involving aggregate value in excess of $50 million unlessare: (1i) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Company or such Restricted Subsidiary, Subsidiary taken as a whole than terms that would be obtainable at the case may be, than those that could be obtained in time for a comparable transaction at the time or series of such transaction or the execution of the agreement providing for such transaction similar transactions in arm’s-arms length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiaryunrelated third Person; and (2ii) in the event if such Affiliate Transaction business, transaction or series of similar transactions involves an aggregate value amount in excess of $100 50.0 million, the terms of such business, transaction or series of related similar transactions have been approved by shall be in writing and a resolution of the majority of the disinterested members of the Board of Directors of the Issuer resolving shall have, by resolution, determined in good faith that such business or transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied or series of transactions meets the requirements criteria set forth in this clause (2i) if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer or any of its Restricted Subsidiaries, 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 stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basisabove. (b) The provisions of Section 4.09(a10.12(a) will shall not apply to: (1i) any Restricted Payment permitted to be made pursuant to Section 4.0510.10, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) payment or Section 4.05(b)(20)) transaction specifically excepted from the definition of Restricted Payment or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof)Investment; (2ii) 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, 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 employment arrangements, options, warrants or other rights to purchase Capital Stock stock options and stock ownership plans entered into in the ordinary course of business and approved by a majority of the Issuer, any Restricted Subsidiary entire Board of Directors or any Parent, restricted stock plans, long-term incentive plans, stock 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 by a majority of officers, employees, directors or consultants approved by the disinterested members of the Board of Directors or a majority of the Issuerentire board of directors or a majority of the disinterested members of the board of directors of the relevant Restricted Subsidiary; (iii) the grant of stock options or similar rights to employees and directors pursuant to plans approved by a majority of the entire Board of Directors or by a majority of the disinterested members of the Board of Directors or a majority of the entire board of directors or a majority of the disinterested members of the board of directors of the relevant Restricted Subsidiary; (iv) loans or advances to officers, in each case directors or employees in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5v) the payment of reasonable fees to directors of the Company and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or its Restricted Subsidiaries who are not employees of the Issuer, Company or its Restricted Subsidiaries; (vi) any business transaction or series of transactions between the Company and one or more Restricted Subsidiary Subsidiaries or between Restricted Subsidiaries; (vii) indemnification or insurance provided to officers or directors of the Company or any CVC Parent Subsidiary approved in good faith by the Board of Directors (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employeesa committee thereof); (6viii) payment of compensation and benefits to directors, officers and employees of the Company and its Subsidiaries approved in good faith by the Board of Directors (or a committee thereof); (ix) the Existing Transactionspurchase of or the payment of Indebtedness of or monies owed by the Company or any of its Restricted Subsidiaries for goods or materials purchased, or services received, in the Transactionsordinary course of business; (x) the existence of, any Permitted Reorganization, and or the entry into and performance of obligations of by the Issuer Company 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 as in effect as of or on the Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution any amendment thereto (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, so long as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming agreement or instrument together with all amendments thereto, taken as a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent whole, is not more disadvantageous to the Holders holders of the Notes in any material respect and than the entry into and performance of original agreement or instrument as in effect on the Issue Date) or any registration rights or other listing agreement in connection with any Public Offeringtransaction contemplated thereby; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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; (9xi) any transaction in the ordinary course of business between transactions, arrangements or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction agreements effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assetsa Qualified Equipment Financing; (13xii) any participation intercompany transactions, arrangements or agreements in a rights offer or public tender or exchange offers for securities or debt instruments issued by effect on the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offerIssue Date; (14xiii) transactions between the Issuer with joint ventures, Unrestricted Subsidiaries 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures Affiliates entered into in the ordinary course of business or consistent where the Affiliate relationship arises by virtue of its equity ownership interest; (xiv) the payment of premiums, receipt of proceeds and other finance-related transactions in each case on terms customary for such transactions between the Company or any Restricted Subsidiary of the Company and any Affiliate of the Company that is a “captive finance” entity whose primary business is providing financing to customers of the Company or any Restricted Subsidiary; (xv) transactions in which the Company or any of the Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from a nationally recognized independent investment banking firm, accounting firm or appraisal firm with past practices (including, without limitation, any cash management activities related thereto)experience in evaluating the terms and conditions of such type of business or transactions stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; and (16xvi) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate pledges of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management Capital Stock of the Issuer reasonably believes allocates costs fairlyUnrestricted Subsidiaries.

Limitation on Affiliate Transactions. (a) The Issuer Holdings will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, enter into into, make, amend or conduct any transaction or series of related transactions (including making a payment to, the purchase, sale, lease or exchange of any property or the rendering of any service) ), contract, agreement or understanding with or for the benefit of any Affiliate of the Issuer Holdings (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 million unless: (1i) the terms of such Affiliate Transaction taken as a whole are not materially no less favorable to the Issuer Holdings or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, Affiliate or, if there are in the good faith judgment of the independent members of the Board of Directors of Holdings no comparable transactions involving non-Affiliates to apply for comparative purposestransaction with an unrelated Person would be available, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined such independent directors determine in good faith to be that such Affiliate Transaction is fair to the Issuer Holdings or such Restricted Subsidiary; andSubsidiary from a financial point of view; (2ii) in the event if such Affiliate Transaction involves an aggregate value consideration in excess of $100 15.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) if either (x) such Affiliate Transaction is approved Holdings and by a majority of the Disinterested Directors members of such Board having no personal stake in such transaction, if any (and such majority or (y) the Issuer or any of its Restricted Subsidiariesmajorities, as the case may be, delivers to determine that such Affiliate Transaction satisfies the Trustee criteria in clause (i) above); and (iii) if such Affiliate Transaction involves aggregate consideration in excess of $30.0 million, the Board of Directors of the Company has received a letter written opinion from an Independent Financial Advisor stating independent investment banking, accounting or appraisal firm of nationally recognized standing that such transaction Affiliate Transaction is fair fair, from a financial standpoint, to the Issuer Holdings or such Restricted Subsidiary from a financial point of view or stating that the terms are is not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been could reasonably be expected to be obtained in a comparable transaction by the Issuer or at such Restricted Subsidiary with time on an unrelated Person on arm’s-length basisbasis from a Person that is not an Affiliate. (b) Section 4.09(a4.12(a) will not apply to: (1i) any Restricted Payment permitted to be made pursuant to Section 4.05, 4.08 or any Permitted Payments Investment; (ii) any issuance of Capital Stock (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20Disqualified Stock)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2) any issuance or sale of Capital Stock, options, other equity-related interests or other securities, 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 entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement severance agreements and other compensation arrangements, options, warrants or other rights options to purchase Capital Stock (other than Disqualified Stock) of the Issuer, any Restricted Subsidiary or any ParentHoldings, restricted stock plans, long-term incentive plans, stock 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 and/or indemnity provided on behalf of officers, employees, directors or consultants officers and employees approved by the Board of Directors of the IssuerHoldings; (iii) loans or advances to employees, in each case officers or directors in the ordinary course of businessbusiness of Holdings or any of the Restricted Subsidiaries; (3) any Management Advances and any waiver or transaction with respect thereto; (4iv) any transaction between or among the Issuer Holdings and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries and Guarantees issued by Holdings or any Receivables a Restricted Subsidiary for the benefit of Holdings or a Restricted Subsidiary, as the case may be, in accordance with Section 4.09; (5v) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because Holdings or a Restricted Subsidiary owns, directly or indirectly, an equity interest in or otherwise controls such joint venture or similar entity; (vi) the issuance or sale of any Capital Stock (other than Disqualified Stock) of Holdings or the receipt by Holdings of any capital contribution from its shareholders; (vii) indemnities of officers, directors and employees of Holdings or any of the Restricted Subsidiaries permitted by bylaw or statutory provisions and any employment agreement or other employee compensation plan or arrangement entered into in the ordinary course of business by Holdings or any of the Restricted Subsidiaries; (viii) the payment of reasonable customary compensation and fees and reimbursement of expenses paid to, and customary indemnities benefits and employee benefit and pension expenses indemnity provided on behalf of, directors, officers, consultants officers or employees directors of the Issuer, Holdings or any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees)Subsidiary; (6ix) the Existing Transactions, the Transactions, any Permitted Reorganization, and the entry into and performance of obligations of the Issuer Holdings or any of its the Restricted Subsidiaries under the terms of any transaction arising out of, and agreement to which Holdings or any payments pursuant to or for purposes of funding, any agreement or instrument in effect the Restricted Subsidiaries is a party as of or on the Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseDate, as these agreements and instruments may be amended, modified, supplemented, extended, extended or renewed or refinanced from time to time (includingtime; provided, without limitationhowever, to add additional Persons in connection with that any such Person becoming a Restricted Subsidiary) in accordance with future amendment, modification, supplement, extension or renewal entered into after the other terms of this Section 4.09 or Issue Date will be permitted to the extent that its terms are not materially more disadvantageous disadvantageous, taken as a whole, to the Holders holders of the Notes than the terms of the agreements in any material respect and effect on the entry into and performance of any registration rights or other listing agreement in connection with any Public OfferingIssue Date; (7x) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers suppliers, or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), and otherwise in compliance with the terms of this Indenture which are fair to Holdings and the Issuer or the relevant Restricted Subsidiary Subsidiaries, in the reasonable determination of the Board of Directors or an officer of the Issuer Holdings or the relevant Restricted Subsidiarysenior management thereof, or are on terms no less at least as favorable than those that could as might reasonably have been obtained at such time from an unaffiliated party; (9) any transaction in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairly.

Limitation on Affiliate Transactions. (a) The Issuer will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, to enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 million unless: (1i) the terms of such Affiliate Transaction taken as a whole Transaction, when viewed together with any related Affiliate Transactions, are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could be have been obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and; (2ii) in the event such Affiliate Transaction involves an aggregate value consideration in excess of $100 15.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the disinterested members of the Board of Directors of the Issuer resolving Company (and such majority determines that such transaction complies with Section 4.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied satisfies the requirements set forth criteria in this clause (2i) if either above); and (xiii) in the event such Affiliate Transaction involves an aggregate consideration in excess of $25.0 million, the Company has received an opinion from an Independent Financial Advisor that such Affiliate Transaction is approved by fair, from a majority financial point of view, to the Disinterested Directors Company and the Restricted Subsidiaries, as applicable, or not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate. (b) The provisions of Section 3.8(a) shall not apply to: (i) any (x) Restricted Payment permitted to be made pursuant to Section 3.4 and (y) Permitted Investment in any Person that is an Affiliate of the Issuer Company solely as a result of ownership of Investments in such Person by the Company 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 Company pursuant to restricted stock plans, long-term incentive plans, stock 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 Company; (iii) loans or advances to employees, officers or directors of the Company or any Subsidiary of the Company in the ordinary course of business, in an aggregate amount outstanding at any time not in excess of $5.0 million (without giving effect to the forgiveness of any such loan); (iv) any transaction between or among the Company and any Restricted Subsidiary or between or among Restricted Subsidiaries, and any Guarantees issued by the Company or a Restricted Subsidiary for the benefit of the Company or a Restricted Subsidiary; (v) 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 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; (vi) the existence of, and 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 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; (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 Company 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 Company, when taken as a whole as compared to the applicable agreement as in effect on the date of such acquisition or merger); (viii) insurance transactions, intercompany pooling and other reinsurance transactions entered into in the ordinary course of business and consistent with past practice; (ix) any purchases by the Company’s Affiliates of Indebtedness of the Company or any of its Restricted Subsidiaries the majority of which Indebtedness is placed with Persons who are not Affiliates; (x) arrangements for indemnification payments for directors and officers of the Company and its Subsidiaries; (xi) any issuance or sale of Capital Stock (other than Disqualified Stock) 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; (xii) 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 Issuer Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would might reasonably have been obtained by the Company or such Restricted Subsidiary in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on arm’s-length basis. (b) Section 4.09(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.05, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(20)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(b) or (2) of the definition thereof); (2) 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, 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, restricted stock plans, long-term incentive plans, stock 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 Issuer, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables Subsidiary; (5) the payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer, any Restricted Subsidiary or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each case, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer 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 on an arms’ length basis from a Person that is not an unaffiliated party;Affiliate; and (9xiii) any transaction in the ordinary course of business between or among Transactions and the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Issuer or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent Expenses, (a) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual management, consulting, monitoring or advisory fees and related expenses in an aggregate amount not to exceed an amount equal to the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (b) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments payment of all fees and expenses related to the Existing Transactions, including without limitation the TransactionsConvertible Debentures Repurchase, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected in each case as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into contemplated in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlyOffering Circular.

Limitation on Affiliate Transactions. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (any such transaction or series of related transactions being an “Affiliate Transactions”) Transaction” involving aggregate value in excess of $50 million €20,000,000 unless: (1i) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2ii) in the event such Affiliate Transaction involves an aggregate value in excess of $100 million€50,000,000, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Issuer resolving that Company or the relevant Restricted Subsidiary (as applicable). (b) Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (a)(ii) above if such transaction complies with Section 4.09(a)(1)Affiliate Transaction is approved by a majority of the Disinterested Directors. An If there are no Disinterested Directors, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) Section 10.6 if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Company or such Restricted Subsidiary with an unrelated Person on arm’s-an arm’s length basis. (c) The provisions of clause (b) Section 4.09(a) above will not apply to: (1i) any Restricted Payment permitted to be made pursuant to Section 4.0510.2, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(2010.2(c)(ix)(B)(2)) or any Permitted Investment (other than Permitted Investments as defined in clauses (1)(ba)(ii), (b), (k) or and (2o) of the definition thereof); (2ii) 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, 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 IssuerCompany, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, stock 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 IssuerCompany, in each case in the ordinary course of business; (3iii) any Management Advances and any waiver or transaction with respect thereto; (4iv) any transaction between or among the Issuer Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables SubsidiarySubsidiaries; (5v) 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 IssuerCompany, any Restricted Subsidiary of the Company or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6vi) the Existing Transactions, the Transactions, any Permitted Reorganization, Transactions and the entry into and performance of obligations of the Issuer Company 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 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseClosing Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 10.6 or to the extent not more disadvantageous to the Holders Lenders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7vii) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or cash pooling or management purposes in the ordinary course of business; (8) viii) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements)business, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer the senior management of the Issuer Company 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; (9ix) any transaction in the ordinary course of business between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the Issuer Company or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10x) (aA) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (bB) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this IndentureAgreement; (11xi) without duplication in respect of payments made pursuant to the definition of Parent Expensessub-clause (xii) below, (aA) payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual customary management, consulting, monitoring or advisory fees and related expenses customary for portfolio companies of the Initial Investors described in an aggregate amount not to exceed an amount equal to clause (a) of the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum definition thereof and (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; (bB) customary payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause paragraph (bB) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization; (12) any transaction effected as part of a Qualified Receivables Financing and other Investments in Receivables Subsidiaries consisting of cash or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16xii) commercial contracts (including franchising agreements, business services related agreements payment to any Permitted Holder of all reasonable out of pocket expenses Incurred by such Permitted Holder in connection with its direct or other similar arrangements) between an Affiliate of indirect investment in the Issuer Company and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlyits Subsidiaries.

Limitation on Affiliate Transactions. (a) The Issuer Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (any such transaction or series of related transactions being an “Affiliate TransactionsTransaction”) involving aggregate value in excess of $50 €20.0 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that, taken as a whole, the Issuer has conclusively determined in good faith to be fair to the Issuer or such Restricted Subsidiary; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $100 €50.0 million, the terms of such transaction or series of related transactions have been approved by a resolution of the majority of the members of the Board of Directors Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in Section 4.10(a)(2) if such Affiliate Transaction is approved by a majority of the Issuer resolving that such transaction complies with Section 4.09(a)(1)Disinterested Directors. An If there are no Disinterested Directors, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this clause (2) Section 4.10 if either (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) the Issuer Company or any of its Restricted Subsidiaries, 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 Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Company or such Restricted Subsidiary with an unrelated Person on arm’s-an arm’s length basis. (b) The provisions of Section 4.09(a4.10(a) will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 4.054.06, any Permitted Payments (other than pursuant to Section 4.05(b)(9)(B) or Section 4.05(b)(204.06(c)(9)(b)) or any Permitted Investment (other than Permitted Investments as defined in clauses paragraphs (1)(b) or ), (2), (11) and (15) of the definition thereof); (2) any issuance or sale of Capital Stock, options, other equity-equity related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, 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 IssuerCompany, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, stock 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 IssuerCompany, in each case in the ordinary course of business; (3) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction between or among the Issuer Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among the Issuer, Restricted Subsidiaries or any Receivables SubsidiarySubsidiaries; (5) 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 IssuerCompany, any Restricted Subsidiary of the Company or any CVC Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the Existing Transactions, the Transactions, any Permitted Reorganization, and the entry into and performance of obligations of the Issuer Company 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 2010 Issue Date or entered into after the Issue Date in connection with the Altice USA Distribution (other than, for the avoidance of doubt, any share repurchase program to take effect following the Altice USA Distribution), in each caseDate, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including, without limitation, to add additional Persons in connection with any such Person becoming a Restricted Subsidiary) in accordance with the other terms of this Section 4.09 4.10 or to the extent not more disadvantageous to the Holders in any material respect and the entry into and performance of any registration rights or other listing agreement in connection with any Public Offering; (7) execution, delivery and performance of any Tax Sharing Agreement or the formation and maintenance of any consolidated group for tax, accounting or cash pooling or management purposes in the ordinary course of business; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services and Associatesservices, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture arrangements)business, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an officer the Senior Management of the Issuer Company 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 in the ordinary course of business between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity (in each case, other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the Issuer Company or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (10) (a) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Funding; provided that the interest rate and other financial terms of such Subordinated Shareholder Funding are approved by a majority of the members of the Board of Directors of the Issuer in their reasonable determination and (b) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Funding in compliance with the other provisions of this Indenture; (11) without duplication in respect of payments made pursuant to the definition of Parent ExpensesSection 4.10(b)(12) hereof, (a) payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) of annual customary management, consulting, monitoring or advisory fees and related expenses customary for portfolio companies of the Initial Investors described in an aggregate amount not to exceed an amount equal to clause (1) of the greater of $65 million or 1.5% of L2QA Pro Forma EBITDA per annum (with unused amounts in any calendar year being carried over to the succeeding calendar years) and; definition thereof and (b) customary payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) 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 in respect of this clause (b) are approved by a majority of the Board of Directors of the Issuer in good faith; and (c) payments of all fees and expenses related to the Existing Transactions, the Transactions, the Altice USA Distribution and any Permitted Reorganization;and (12) payment to any transaction effected as part Permitted Holder of a Qualified Receivables Financing and other Investments all reasonable out of pocket expenses Incurred by such Permitted Holder in Receivables Subsidiaries consisting of cash connection with its direct or Securitization Assets; (13) any participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by the Issuer or any of its Subsidiaries that are conducted on arm’s-length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer; (14) transactions between the Issuer 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 Issuer or any Parent; provided, however, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, at any board meeting approving such transaction, on any matter including such other Person; (15) payments to and from, and transactions with, any joint ventures entered into indirect investment in the ordinary course of business or consistent with past practices (including, without limitation, any cash management activities related thereto); and (16) commercial contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate of the Issuer Company and the Issuer or any Restricted Subsidiary that are on arm’s length terms or on a basis that senior management of the Issuer reasonably believes allocates costs fairlyits Subsidiaries.