Common use of Limitation on Affiliate Transactions Clause in Contracts

Limitation on Affiliate Transactions. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 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 length dealings with a Person who is not such an Affiliate; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 Restricted Subsidiaries; (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 or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business, which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Issuer or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; (9) any transaction between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (14) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that 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 the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (16) any purchases by the Issuer’s Affiliates of Indebtedness or Disqualified Stock of the Issuer or any of its 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.

Limitation on Affiliate Transactions. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million unless: (1) the terms of such Affiliate Transaction Transaction, taken as a whole whole, are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could would 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of the Company. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 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 customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of or for, the benefit of officers, employees, directors directors, members of management 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 Restricted Subsidiaries; (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, any current, former or future directors, officers, members of management, consultants or employees of the Issuer Company or any Restricted Subsidiary of the Issuer Company (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary Entity effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or 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 between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith[reserved]; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder (or any Parent of the Company) in connection with its direct or indirect investment in the Issuer Company and its Subsidiaries; (13) the Transactions Offering and the payment of all fees and expenses related to the TransactionsOffering; (14) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it (or any Parent of the Company) is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and; (16) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (17) payments to or from, and transactions with, any joint venture or Unrestricted Subsidiary in the ordinary course of business or industry norms (including, without limitation, any cash management activities related thereto); and (18) payments by the Issuers (and any Parent of the Company) and its Restricted Subsidiaries pursuant to any tax sharing agreements in respect of “Related Taxes” among the Issuers (and any Parent of the Company) and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries.

Limitation on Affiliate Transactions. (a) The Issuer shall will not, and shall will not permit any of its the Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (an “Affiliate Transaction”) involving aggregate value consideration in excess of $5.0 £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 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; and (2) in the event such Affiliate Transaction involves an aggregate value consideration in excess of $10.0 £100.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority Directors of the Disinterested Directors, if anyIssuer. (b) The provisions of clause (aSection 4.11(a) of this Section 3.8 above shall will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, 4.07 or any Permitted Investment (other than clauses (1)(b) and (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 Issuer, any Restricted Subsidiary Issuer 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 Issuer, 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 Issuer or any Management Advances and of the Restricted Subsidiaries but in any waiver or transaction event not to exceed £10.0 million in the aggregate outstanding at any one time with respect theretoto all loans or advances made since the Issue Date; (4) (A) any transaction between or among the Issuer and any a Restricted Subsidiary (or an entity that becomes a Restricted Subsidiary as a result of in connection with such transaction), ) or between or among Restricted SubsidiariesSubsidiaries (or an entity that becomes a Restricted Subsidiary in connection with such transaction); and (B) any guarantees issued by the Issuer or a Restricted Subsidiary for the benefit of the Issuer or a Restricted Subsidiary (or an entity that becomes a Restricted Subsidiary in connection with such transaction), as the case may be, in accordance with Section 4.09; (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 or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness and otherwise in compliance with the terms of this Indenture, which which, taken as a whole, are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Issuer or the relevant Restricted Subsidiary, 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; (96) loans or advances to any transaction between or among Affiliate of the Issuer by the Issuer or any Restricted Subsidiary and any Affiliate Subsidiary, provided that the terms of such loan or advance are fair to the Issuer or the relevant Restricted Subsidiary, as the case may be, in the reasonable determination of the Board of Directors or senior management of the Issuer or are on terms not materially less favorable than those that could reasonably have been obtained from an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the 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 entityunaffiliated party; (107) issuances or sales the payment of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer or optionsreasonable and customary fees paid to, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital indemnity provided on behalf of, directors of the Issuer or any Restricted Subsidiary; (11) without duplication in respect 8) the performance of payments made pursuant to clause (12) hereof, (i) payments by obligations of the Issuer or any of the Restricted Subsidiary Subsidiaries under (A) the terms of any agreement to which the Issuer or any of the Restricted Subsidiaries is a party as of or on the Issue Date or (B) any agreement entered into after the Issue Date on substantially similar terms to an agreement under clause (A) of this Section 4.11(b)(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 Issue Date will be permitted to the extent that its terms are not materially more disadvantageous to the Holders than the terms of the agreements in effect on the Issue Date; (9) sales or other transfers or dispositions of accounts receivable and other related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Entity in a Qualified Receivables Transaction, and acquisitions of Permitted Investments in connection with a Qualified Receivables Transaction; (10) the issuance of Capital Stock or any options, warrants or other rights to acquire Capital Stock (other than Disqualified Stock) of the Issuer to any Affiliate; (11) the payment to any Permitted Holder of all reasonable expenses Incurred by any Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries and unpaid amounts accrued for prior periods (whether directly but after the Issue Date); (12) the payment to any Parent or indirectlyPermitted Holder (A) of annual customary management, consulting, monitoring Management Fees (i) on a bona fide arm’s-length basis in the ordinary course of business or advisory fees and related expenses and (ii) customary payments by of up to the Issuer or greater of £15.0 million and 0.5% of Total Assets in any Restricted Subsidiary to any Permitted Holder calendar year, (whether directly or indirectly, including through any ParentB) 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 are approved by a majority of the members of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiariesor (C) of Parent Expenses; (13) the Transactions guarantees of Indebtedness and the payment of all fees and expenses related to the Transactionsother obligations otherwise permitted under this Indenture; (14) if not otherwise prohibited under this Indenture, 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 would not exceed 5.00 to 1.00) of the Issuer to any direct Parent of the Issuer 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 Indenture; provided that the terms and conditions of any such transaction or agreement as applicable to the Issuer and the Restricted Subsidiaries, taken as a whole are fair to the Issuer and the Restricted Subsidiaries and are on terms not materially less favorable to the Issuer 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 Issuer); (16) (A) transactions with Affiliates in which their capacity as holders of Indebtedness or Capital Stock of the Issuer or any Restricted Subsidiary, so long as the case may besuch Affiliates are not treated materially more favorably than holders of such Indebtedness or Capital Stock generally, delivers to the Trustee a letter and (B) transactions with Affiliates in their capacity as borrowers of Indebtedness from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries Subsidiary, so long as such Affiliates are not treated materially more favorably than holders of its obligations under the terms of, such Indebtedness generally; (17) any equityholders’ agreement (including any registration rights tax sharing agreement or purchase agreements related thereto) arrangement and payments pursuant thereto between or among the Ultimate Parent, the Issuer or any other Person or a Restricted Subsidiary not otherwise prohibited by this Indenture and any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person or a Restricted Subsidiary and any other Person with which it is party as the Issuer or any of the Issue Date Restricted Subsidiaries files a consolidated tax return or with which the Issuer or any of the Restricted Subsidiaries is part of a group for tax purposes; (18) transactions relating to the provision of Intra-Group Services in the ordinary course of business; (19) transactions between any Restricted Subsidiary and any similar agreement that it may enter into thereafter; provided, however, that the existence ofVirgin Media Communications, or between the performance by Issuer and Virgin Media Communications, in each case, to effect or facilitate a transfer of any property or asset from the Issuer and/or any Restricted Subsidiary to another Restricted Subsidiary and/or the Issuer, as applicable; (20) any transaction reasonably necessary to effect the UPC Ireland Acquisition; (21) any transaction reasonably necessary to effect the Post-Closing Reorganizations; (22) any transaction in the ordinary course of business between or among the Issuer or any Restricted Subsidiary and any Affiliate of its obligations under any future amendment to the equityholders’ agreement Issuer that is an Unrestricted Subsidiary or under any a joint venture or similar agreement entered into after entity (including a Permitted Joint Venture) that would constitute an Affiliate Transaction solely because the Issue Date will only be permitted under this clause (15) to the extent that the terms of any Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such amendment Unrestricted Subsidiary, joint venture or new agreement are not otherwise disadvantageous to the Holders in any material respectssimilar entity; and (1623) any purchases by commercial contracts entered into in the Issuer’s Affiliates ordinary course of Indebtedness or Disqualified Stock business between an Affiliate of the Issuer and the Issuer or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Issuer’s Affiliates; provided Subsidiary that such purchases by the Issuer’s Affiliates are on arm’s length terms or on a basis that senior management of the same terms as such purchases by such Persons who are not the Issuer’s AffiliatesIssuer reasonably believes allocates costs fairly.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of the greater of $5.0 12.5 million and 1.5% of Total Assets 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 25.0 million, the terms of such transaction have been approved by a majority of the members Disinterested Directors of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if anyCompany. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (2) of the definition thereof)Investment; (2) any issuance or sale of Capital Stock, options, other equity-related 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, Company or any Restricted Subsidiary or any ParentSubsidiary, restricted stock plans, long-term 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; (4a) 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; (54) 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 contractors, consultants, distributors or employees of the Issuer Company or any Restricted Subsidiary of the Issuer (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); (65) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 3.8 or to the extent not more disadvantageous to the Holders in any material respect; (76) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing, Floor Plan Facility or Receivables Facility, any disposition or acquisition of Securitization Assets, Receivables Assets or related assets in connection with any Qualified Securitization Financing or Receivables Facility and any repurchase of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligation; (8) 7) transactions with customers, clients, suppliers joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness consistent with past practice, which (x) are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors of the Company or 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 partyparty and (y) otherwise comply with the terms of this Indenture; (9) 8) any transaction between or among the Issuer Company or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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; (109) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (1410) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (1511) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; andrespect; (1612) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its the Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (13) (i) investments by Affiliates in securities of the Company or any of its Restricted Subsidiaries 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 the majority of such investments are purchased by Persons who are not the Company’s Affiliates and (i) payments to Affiliates in respect of securities of the Company or any of its Restricted Subsidiaries contemplated in the foregoing clause 17(i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities; (14) payments by the Company and its Restricted Subsidiaries pursuant to the Tax Receivable Agreement; (15) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, contractor or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company or any of its Subsidiaries 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; (16) employment and severance arrangements between the Company or its Restricted Subsidiaries and their respective officers, directors, contractors, consultants, distributors and employees in the ordinary course of business; (17) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under Section 3.5 or entered into with any Business Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (18) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary as described in Section 3.16 and pledges of Capital Stock of Unrestricted Subsidiaries; (19) any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, which is approved by a majority of the Disinterested Directors; (20) intellectual property licenses in the ordinary course of business; (21) payments to or from, and transactions with, any joint venture in the ordinary course of business or consistent with past practice (including any cash management activities related thereto); (22) the payment of costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement; (23) any transaction made pursuant to the Exchange Agreement; and (24) transactions and agreements disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 23, 2018.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 12.5 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 50.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of the Company. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 Issuer, Company or any Restricted Subsidiary or any ParentSubsidiary, 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 practices; (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 Restricted Subsidiaries; (54) 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 contractors, consultants, distributors or employees of the Issuer Company or any Restricted Subsidiary of the Issuer Company (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); (65) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 3.8(b) or to the extent not more disadvantageous to the Holders in any material respect; (76) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers joint ventures, joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness or consistent with past practices, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or 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; (97) any transaction between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the 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) 8) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (149) transactions in which the Issuer Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee Trustees 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 meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that 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 the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (1610) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (11) intellectual property licenses in the ordinary course of business; and (12) transactions entered into by an Unrestricted Subsidiary, so long as not entered in contemplation of the redesignation as a Restricted Subsidiary, with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary as described under Section 3.15.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 40.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 (or cancellation thereof) and any waiver or transaction with respect thereto; (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 Restricted SubsidiariesSubsidiaries and (b) any merger or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or another Parent Entity with no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or another Parent Entity and such merger or consolidation is otherwise consummated in compliance with this Indenture; (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, any Parent Entity or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any Controlled Investment Affiliate of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Receivables Subsidiary including a Securitization Subsidiary effected as part Repurchase Obligation and sales of a Qualified Securitization Financingaccounts receivable, or participations therein, in connection with any Receivables Facility; (8) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness 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 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) transactions with any transaction between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or other Person that is an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary or any Affiliate of any Permitted Holder owns Subsidiary, an equity interest in in, or otherwise controls controls, such Affiliate, Associate or similar entityPerson; (10) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made any transactions (a) pursuant to clause the Transactions, the Transaction Agreements and any actions pursuant thereto or contemplated thereby, including the payment of all costs and expenses (12including all legal, accounting and other professional fees and expenses) hereofrelated to the Transactions, (ib) payments by the Issuer with X. X. Xxxxx & Co. or any Restricted Subsidiary of its Affiliates pursuant to any Permitted Holder the contracts or agreements in existence on the Spin-Off Effective Date, or (whether directly or indirectlyc) in the case of annual customary management, consulting, monitoring or advisory fees and related expenses each of clauses (a) and (ii) customary payments by b), any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuer Company and its Restricted Subsidiaries than the original agreement 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 arrangement as in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of existence on the Board of Directors in good faithIssue Date; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (14) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (1513) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (1513) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; andrespect; (1614) any purchases purchase by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (15) (i) investments by Affiliates in securities of the Company 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 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 of the Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities; (16) payments by any Parent Entity, the Company and the Restricted Subsidiaries pursuant to (i) the Tax Sharing Agreement or (ii) any other tax sharing agreement or other equity agreement in respect of Related Taxes among any such Parent Entity, the Company and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries; (17) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies 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, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the Board of Directors of the Company in good faith; (18) employment and severance arrangements between the Company or its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or entered into in connection with the Transactions; (19) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or equity interests in any Restricted Subsidiary permitted under Section 3.5 or entered into with any Business Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (20) transactions entered into (i) by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to Section 3.20 or (ii) with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm; (21) any Permitted Tax Restructuring; and (22) transactions permitted by, and complying with, the provisions of Section 4.1.

Limitation on Affiliate Transactions. (a) The Issuer shall Company and any Permitted Affiliate Parent will not, and shall will not permit any of its the Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company or a Permitted Affiliate Parent (an “Affiliate Transaction”) involving aggregate value consideration in excess of $5.0 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, such Permitted Affiliate 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 arm’s-length dealings with a Person who is not such an AffiliateAffiliate (or, in the event that there are no comparable transactions involving Persons who are not Affiliates of the Company, such Permitted Affiliate Parent or such Restricted Subsidiary to apply for comparative purposes, is otherwise on terms that, taken as a whole, the Company has conclusively determined in good faith to be fair to the Company, such Permitted Affiliate Parent or such Restricted Subsidiary); and (2) in the event such Affiliate Transaction involves an aggregate value consideration in excess of $10.0 100.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority Directors of the Disinterested DirectorsCompany or the Permitted Affiliate Parent, if anyas applicable. (b) The provisions of clause (aSection 4.11(a) of this Section 3.8 above shall will not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, 4.07 or any Permitted Investment (other than clauses (1)(b) and (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 a Permitted Affiliate Parent 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 or the relevant Permitted Affiliate Parent, in each case in the ordinary course of business; (3) loans or advances to employees, officers or directors (or guarantees in favour of third parties of loans and advances) not to exceed $10.0 million in the aggregate amount outstanding at any Management Advances and any waiver or transaction one time with respect theretoto all loans or advances made since the Signing Date; (4) (A) any transaction between or among the Issuer Company, a Permitted Affiliate Parent and any a Restricted Subsidiary (or an entity that becomes a Restricted Subsidiary as a result of in connection with such transaction), ) or between or among Restricted SubsidiariesSubsidiaries (or an entity that becomes a Restricted Subsidiary in connection with such transaction); and (B) any guarantees issued by the Company, a Permitted Affiliate Parent or a Restricted Subsidiary for the benefit of the Company, a Permitted Affiliate Parent or a Restricted Subsidiary (or an entity that becomes a Restricted Subsidiary in connection with such transaction), as the case may be, in accordance with Section 4.09; (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 or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness and otherwise in compliance with the terms of this Agreement, which which, taken as a whole, are fair to the Issuer or Company, the relevant Permitted Affiliate Parent or Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Issuer Company or the relevant Permitted Affiliate Parent or 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; (96) any transaction between loans or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or advances to any Affiliate of the Company or a Restricted Subsidiary Permitted Affiliate Parent by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary, provided that the terms of such loan or advance are fair to the Company or the relevant Permitted Affiliate Parent or Restricted Subsidiary, as the case may be, in the reasonable determination of the Board of Directors or senior management of the Company or the relevant Permitted Affiliate Parent 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, the Company, a Permitted Holder owns Affiliate Parent or any Restricted Subsidiary; (8) the performance of obligations of the Company, or any of the Restricted Subsidiaries under (A) the terms of any agreement to which the Company, 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 equity interest agreement under Section 4.11(b)(8)(A), in each case, as these agreements may be amended, modified, supplemented, extended or otherwise controls renewed from time to time; provided, however, that any such Affiliateagreement or amendment, Associate modification, supplement, extension or similar entityrenewal 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 Finance Parties 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 connection with a Qualified Receivables Transaction, and other Investments in Receivables Entities consisting of cash or Securitization Obligations; (10) issuances or sales the issuance of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer or any options, warrants or other rights to acquire such Capital Stock and the granting of registration and (other customary rights in connection therewith or any contribution to capital than Disqualified Stock) of the Issuer Company or a Permitted Affiliate Parent to any Restricted SubsidiaryAffiliate of the Company or such Permitted Affiliate Parent; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary payment to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related all reasonable expenses and (ii) customary payments Incurred by the Issuer or any Restricted Subsidiary to any Permitted Holder in connection with its direct or indirect investment in the Company, a Permitted Affiliate Parent and their Subsidiaries and unpaid amounts accrued for prior periods (whether directly but after the Signing Date); (12) the payment to any Parent or indirectlyPermitted Holder (1) of Management Fees (A) on a bona fide arm’s-length basis in the ordinary course of business or (B) of up to the greater of $35.0 million and 0.5% of Total Assets in any calendar year, including through any Parent(2) 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 are approved by a majority of the members of the Board of Directors in good faith; of the Company or a Permitted Affiliate Parent or (123) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its SubsidiariesParent Expenses; (13) guarantees of Indebtedness and other obligations otherwise permitted under this Agreement; (14) if not otherwise prohibited under this Agreement, the Transactions and issuance of Capital Stock (other than Disqualified Stock) or Subordinated Shareholder Loans (including the payment of all fees cash interest thereon; provided that, after giving pro forma effect to any such cash interest payment, the Consolidated Net Leverage Ratio would not exceed 4.00 to 1.00) of the Company or a Permitted Affiliate Parent to any Parent of the Company or a Permitted Affiliate Parent or of 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 expenses conditions of any such transaction or agreement as applicable to the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries, taken as a whole are fair to the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries and are on terms not materially less favorable to the Company, any Permitted Affiliate Parent 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 conclusively in good faith by the Board of Directors or the senior management of the Company or a Permitted Affiliate Parent); (16) (A) transactions with Affiliates in their capacity as holders of Indebtedness or Capital Stock of the Company, a Permitted Affiliate Parent 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, a Permitted Affiliate Parent 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 Liberty Global, the Company, a Permitted Affiliate Parent 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 Company, a Permitted Affiliate Parent and any other Person or a Restricted Subsidiary and any other Person with which the Company or any of the Restricted Subsidiaries files a consolidated tax return or with which the Company, a Permitted Affiliate Parent 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, any Permitted Affiliate Parent and the Restricted Subsidiaries on a standalone basis; (18) transactions relating to the provision of Intra-Group Services in the ordinary course of business; (19) the Columbus Carve-Out and related to transactions; (20) the C&W Carve-Out and related transactions; (21) the Transactions; (1422) transactions in which any transaction reasonably necessary to effect the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1)Post-Closing Reorganization; (1523) any transaction in the existence ofordinary course of business between or among the Company, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer a Permitted Affiliate Parent or any Restricted Subsidiary and any Affiliate of its obligations under any future amendment to the equityholders’ agreement Company or under any a Permitted Affiliate Parent that is an Unrestricted Subsidiary or a joint venture or similar agreement entered into after entity (including a Permitted Joint Venture) that would constitute an Affiliate Transaction solely because the Issue Date will only be permitted under this clause (15) to the extent that the terms of any Company, a Permitted Affiliate Parent or a Restricted Subsidiary owns an equity interest in or otherwise controls such amendment Unrestricted Subsidiary, joint venture or new agreement are not otherwise disadvantageous to the Holders in any material respectssimilar entity; and (1624) any purchases by commercial contracts entered into in the Issuer’s Affiliates ordinary course of Indebtedness or Disqualified Stock business between an Affiliate of the Issuer Company, a Permitted Affiliate Parent or any of its Restricted Subsidiaries Subsidiary and the majority of which Indebtedness Company, a Permitted Affiliate Parent or Disqualified Stock is purchased by Persons who are not the Issuer’s Affiliates; provided any Restricted Subsidiary that such purchases by the Issuer’s Affiliates are on arm’s length terms or on a basis that senior management of the same terms as such purchases by such Persons who are not the Issuer’s AffiliatesCompany or a Permitted Affiliate Parent reasonably believes allocates costs fairly.

Limitation on Affiliate Transactions. (a) The Issuer shall and Holdings will not, and shall will not permit any of its their Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 10.0 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to Holdings, 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 15.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of Holdings. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a3.8(a)(2) if such Affiliate Transaction is approved by a majority of the Disinterested DirectorsDirectors of Holdings, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 Holdings, the Issuer, 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 Holdings or the Issuer, 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 transaction between or among Holdings, the Issuer and and/or any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries; (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 Holdings, the Issuer or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the entry into and performance of obligations of Holdings, the Issuer or any of its their 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 Escrow Release Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingFinancing or Receivables Facility and any disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing and any repurchase of Securitization Assets pursuant to a Securitization Repurchase Obligation; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness or consistent with past practice, which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Issuer or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; (9) any transaction between or among Holdings, the Issuer or any Restricted Subsidiary and any Person that is an Affiliate of Holdings, the Issuer or an Associate or similar entity that would constitute an Affiliate Transaction solely because Holdings, the Issuer or a Restricted Subsidiary or any Affiliate of Holdings, the Company 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or monitoring, refinancing, subsequent transaction exit fees, advisory fees and related costs and expenses and indemnities in connection therewith and (ii) 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 approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses expenses) related to the Transactions; (14) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by Holdings, the Issuer or any Restricted Subsidiaries 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 similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by Holdings, the Issuer or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and; (16) any purchases by the Issuer’s Affiliates of Indebtedness or Disqualified Stock of Holdings, the Issuer or any of its their 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) (i) investments by Affiliates in securities of Holdings, the Issuer or any of their 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 Holdings, 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 of Holdings, the Issuer or any of their Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than Holdings, the Issuer and their Restricted Subsidiaries, in each case, in accordance with the terms of such securities; (18) payments by Holdings (and any Parent Entity), the Issuer and their Restricted Subsidiaries pursuant to any tax sharing agreements or other equity agreements in respect of Related Taxes among Holdings (and any such Parent Entity), the Issuer and their Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of Holdings and its Subsidiaries; (19) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary in accordance with Section 3.20; and (20) any Intercompany License Agreements.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million 25.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 50.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (a) of this Section 3.8 3.8(a) above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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) (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 Restricted SubsidiariesSubsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company and such merger, amalgamation or consolidation is otherwise consummated in compliance with this Indenture; (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, any Parent Entity or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any Controlled Investment Affiliate of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) sales of accounts receivable, or participations therein, in connection with any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingReceivables Facility; (8) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness 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 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 between or among the Issuer Company or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or monitoring, refinancing, subsequent transaction exit fees, advisory fees and related costs and expenses and indemnitees in connection therewith in an aggregate amount not to exceed 2.5% of LTM EBITDA and (ii) customary payments by the Issuer Company 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 approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer Company and its Subsidiaries; (13) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses expenses) related to the Transactions, in each case as disclosed in the Offering Circular; (14) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; andrespect; (16) any purchases purchase by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (17) (i) investments by Affiliates in securities or loans of the Company 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 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 its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (18) payments by the Company (and any Parent Entity) and its Restricted Subsidiaries pursuant to any tax sharing agreements or other equity agreements in respect of “Related Taxes” among the Company (and any such Parent Entity) and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries; (19) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies 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, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the board of directors of the Company in good faith; (20) employment and severance arrangements between the Company or its Restricted Subsidiaries and their respective offers and employees in the ordinary course of business; (21) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under Section 3.5 or entered into with any Business Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (22) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary as described under Section 3.20; and (23) any Permitted Tax Restructuring.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 35.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 65.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of the Company. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 Issuer, Company or any Restricted Subsidiary or any ParentSubsidiary, 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 practices; (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 Restricted Subsidiaries; (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 of the Issuer Company (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 3.8(b) or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness or consistent with past practices, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or 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 between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the 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; (109) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (1410) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that 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 the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (1611) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (12) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary as described under Section 3.20; and (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million 10.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 25.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of the Company. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if 3.8(a)(2)if such Affiliate Transaction is approved by a majority of the Disinterested DirectorsDirectors of the Company, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, 3.3 or any Permitted Investment (other than clauses (1)(b) and (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) (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 Restricted SubsidiariesSubsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company and such merger, amalgamation or consolidation is otherwise permitted under this Indenture; (5) the payment of compensation, 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 contractors, consultants, distributors or employees of the Issuer Company, any Parent Entity or any Restricted Subsidiary of the Issuer (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 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 3.8 or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingFinancing or Receivables Facility, any disposition or acquisition of Securitization Assets, Receivables Assets or related assets in connection with any Qualified Securitization Financing or Receivables Facility; (8) transactions with customers, clients, suppliers joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness 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 of the Company or 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 between or among the Issuer Company or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (ia) 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 customary management, consulting, monitoring or monitoring, refinancing, transaction, subsequent transaction exit fees, advisory fees and related costs and expenses and indemnitees in connection therewith and any termination fees (iiincluding any such cash lump sum or present value fee upon the consummation of a corporate event, including an initial public offering) and (b) customary payments by the Issuer Company 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 approved in the case of each of clauses (a) and (b) by a majority of the Board of Directors of the Company in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer Company and its Subsidiaries; (13) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses expenses) related to the Transactions; (14) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; andrespect; (16) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (17) (i) 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 and (ii) payments to Affiliates in respect of securities of the Company or any of the Restricted Subsidiaries contemplated in subclause (17)(i) or that were acquired from Persons other than the Company and the Restricted Subsidiaries, in each case, in accordance with the terms of such securities; (18) payments by any Parent Entity, the Company and 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 the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries; (19) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, 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; (20) employment and severance arrangements between the Company or its Restricted Subsidiaries and their respective officers, directors, contractors, consultants, distributors and employees in the ordinary course of business or entered into in connection with the Transactions; (21) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under Section 3.5 hereof or entered into with any Business Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (22) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated a Restricted Subsidiary under Section 3.20 and pledges of Capital Stock of Unrestricted Subsidiaries; (23) any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, which is approved by a majority of the Disinterested Directors; (24) intellectual property licenses in the ordinary course of business; (25) payments to or from, and transactions with, any joint venture in the ordinary course of business or consistent with past practice (including any cash management activities related thereto); (26) the payment of costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement; and (27) any Permitted Tax Restructuring.

Limitation on Affiliate Transactions. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 25.0 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 length dealings with a Person who is not such an Affiliate; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 50.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 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 businessbusiness or consistent with past practice; (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 Restricted Subsidiaries; (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 or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respectrespect (taken as a whole); (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingFinancing or Receivables Facility and any disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing and any repurchase of Securitization Assets pursuant to a Securitization Repurchase Obligation; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness or consistent with past practice, which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Issuer or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; (9) any transaction between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or monitoring, refinancing, subsequent transaction exit fees, advisory fees and related costs and expenses and indemnities in connection therewith and (ii) customary payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, 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 are approved by a majority of the Board of Directors in good faith; provided, however, that such payments pursuant to this clause (11) do not exceed $2.5 million per calendar year; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (14) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ equity holders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it 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 the equityholdersequity holders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and; (16) any purchases by the Issuer’s Affiliates of Indebtedness or Disqualified Stock of the Issuer or any of its 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; and (17) payments by the Issuer (and any Parent) and its Restricted Subsidiaries pursuant to any tax sharing agreements in respect of Taxes among the Issuer (and any such Parent) and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Issuer and its Subsidiaries.

Limitation on Affiliate Transactions. (a) The Issuer shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction (including or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer with a Fair Market Value in excess of $10.0 million (each, an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million ), 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 the relevant Restricted Subsidiary than those that could reasonably have been obtained in a comparable arm’s length transaction by the Issuer or such Restricted SubsidiarySubsidiary with an unaffiliated Person; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, the Issuer delivers to the Trustee a resolution adopted in good faith by a majority of the disinterested members of the Board of Directors of the Issuer 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; and (2) in the event approving such Affiliate Transaction involves and set forth in an aggregate value in excess of $10.0 million, the terms of Officer’s Certificate certifying that such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall complies with this Section 3.8. The following items will not be deemed to have satisfied be Affiliate Transactions and, therefore, will not be subject to the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority provisions of the Disinterested Directors, if any. (b) The provisions of clause (a) of this Section 3.8 above shall not apply toprior paragraph: (1) any Restricted Payment permitted to be made pursuant to Section 3.3employment agreement, employee benefit plan, employee stock ownership plan, program or arrangement, indemnification or reimbursement agreement or arrangement for directors, officers, employees, agents and consultants, stock option, stock repurchase agreement, service agreement, incentive agreement, consulting agreement, severance agreement, insurance plan or any Permitted Investment similar agreement, plan or arrangement (other than clauses (1)(b) including director compensation), in each case entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business and (2) of the definition thereof)payments pursuant thereto; (2) any issuance transactions solely between 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 among 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 Issuer and/or its 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 businessSubsidiaries; (3) any Management Advances and any waiver 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 transaction with respect theretothrough a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) any transaction between or among the Issuer payment of reasonable directors’ fees and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction)reasonable compensation to officers, or between or among Restricted Subsidiariesemployees and consultants; (5) the payment any issuance of compensation, reasonable fees and reimbursement of expenses to, and customary indemnities Equity Interests (including under customary insurance policiesother than Disqualified Stock) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Issuer or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any of such to Affiliates, directors, officers or employees); (6) the entry into and performance of obligations employees 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to holders of Equity Interests in the extent not more disadvantageous to the Holders in any material respectIssuer; (6) (i) obligations that are permitted by Section 3.2; (ii) Restricted Payments that are permitted by Section 3.3 or (iii) Permitted Investments; (7) loans and advances paid to officers, directors, consultants, managers or employees of Holdings, the Issuer or any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financingits Restricted Subsidiaries in an amount not to exceed $7.0 million in the aggregate at any one time outstanding; (8) transactions with Affiliates that are customers, clients, suppliers lessors, lessees, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which are in the ordinary course of businessbusiness and otherwise in compliance with the terms of this Indenture, and which are fair to the Issuer or the relevant any of its Restricted Subsidiary Subsidiaries, as applicable, in the reasonable determination of the Board of Directors or the senior management of the Issuer or the relevant such Restricted SubsidiarySubsidiaries, as applicable, or are on terms no that, taken as a whole, are materially not less favorable to the Issuer or such Restricted Subsidiary than those could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that could reasonably have been obtained at such time from is not an unaffiliated partyAffiliate; (9) any transaction transactions permitted by Section 4.1; (10) transactions between or among the Issuer or any of its Restricted Subsidiary Subsidiaries and any Person that is an Affiliate of the Issuer or an Associate or similar entity that would constitute an Affiliate Transaction any of its Restricted Subsidiaries solely because the Issuer or a Restricted Subsidiary or any Affiliate director of such Person is also a director of the Company or Issuer; provided, however, that such director abstains from voting as a Restricted Subsidiary or director on any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls matter involving such Affiliate, Associate or similar entityother Person; (1011) issuances transactions with any Person solely in its capacity as a holder of Indebtedness or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer or optionsany of its Restricted Subsidiaries if such transaction provides for equal treatment of such Person and all other holders, warrants in their capacity as holders, of the same series of such Indebtedness or other rights to acquire of the same class of such Capital Stock Stock; (12) transactions pursuant to permitted agreements in existence on the Issue Date or any amendments, restatements, amendments and restatements, modifications, supplements or replacements thereto to the extent such amendments, restatements, amendments and restatements, modifications, supplements or replacements, taken as a whole, is not adverse to the Holders in any material respect; (13) contracts or arrangements between the Issuer or any of its Subsidiaries and any of its Affiliates regarding coordination or joint defense of any litigation or any other action, suit, proceeding, claim or dispute before any courts, arbitrators or governmental authority; (14) the granting of registration and other customary rights in connection therewith with the issuance of Equity Interests or any contribution to capital of the Issuer or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments other securities by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (14) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that 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 the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (16) any purchases by the Issuer’s Affiliates of Indebtedness or Disqualified Stock of the Issuer or any of its Restricted Subsidiaries Subsidiaries; (15) transactions pursuant to agreements or arrangements to be in effect on the majority Issue Date and described in the Offering Memorandum, or any amendment, modification, or supplement thereto or renewal or replacement thereof as long as such agreement or arrangement, as so amended, modified, supplemented, renewed or replaced, taken as a whole, is not materially more disadvantageous to the Holders of which Indebtedness the Notes than the agreement or Disqualified Stock is purchased arrangement in existence on the Issue Date as determined in good faith by Persons who are not a responsible financial or accounting officer of Issuer; (16) employment and severance or termination arrangements between the Issuer, any Restricted Subsidiary or the Parent Entity and any of the Issuer’s Affiliatesor a Restricted Subsidiaries’ respective Employees (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with current or former Employees and stock option or incentive plans and other compensation arrangements) in the ordinary course of business and otherwise permitted under this Indenture ; provided that such purchases by the Issuer’s Affiliates are on the same terms and (17) any transaction effected as such purchases by such Persons who are not the Issuer’s Affiliatespart of a Qualified Securitization Financing or Receivables Facility, any disposition or acquisition of Securitization Assets, Receivables Assets or related assets in connection with any Qualified Securitization Financing or Receivables Facility.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectlyin- directly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 10.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(aa) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (a) of this Section 3.8 above shall not apply to: : (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (2) of the definition thereof); Investment; (2) any issuance or sale of Capital Stock, options, other equity-related interests or other securitiessecu- rities, 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, programpro- gram, agreement or arrangement, related trust or other similar agreement and other compensation arrangementsarrange- ments, options, warrants or other rights to purchase Capital Stock of the IssuerCompany, any Restricted Subsidiary Subsidi- ary 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, insuranceinsur- ance, 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; business or consistent with past practice; (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 Restricted Subsidiaries; Sub- sidiaries; (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 Re- stricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); ; (6) 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, as these agreements and instruments in- struments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; ; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or servicesser- vices, in each case in the ordinary course of businessbusiness 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 the senior management of the Issuer Company or the relevant Restricted Subsidiary, or are on terms no less favorable favor- able than those that could reasonably have been obtained at such time from an unaffiliated party; ; (9) 8) any transaction between or among the Issuer Company or any Restricted Subsidiary and any Affiliate Af- filiate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Company or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such AffiliateAf- filiate, Associate or similar entity; ; (109) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (14) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that 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 the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (16) any purchases by the Issuer’s Affiliates of Indebtedness or Disqualified Stock of the Issuer or any of its 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.granting

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 40.0 million, the terms of such transaction have been approved Company delivers to the Trustee, a resolution adopted by a the majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause Directors (2) of this Section 3.8(a) if such Affiliate Transaction is approved by including a majority of the Disinterested Directors, if any) approving such Affiliate Transaction and an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 former, current or future officers, employees, directors or consultants of the Company, any Restricted Subsidiary or any Parent Entity approved by the Board of Directors or senior management of the IssuerCompany, in each case in the ordinary course of businessany Restricted Subsidiary or any Parent Entity, as applicable; (3) any Management Advances and any waiver or transaction with respect thereto; (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 Restricted SubsidiariesSubsidiaries and (b) any merger or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or another Parent Entity with no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or another Parent Entity and such merger or consolidation is otherwise consummated in compliance with this Indenture; (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, former, current or future directors, officers, consultants or employees of the Issuer Company, any Parent Entity or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any Controlled Investment Affiliate of such directors, officers or employees); (6) 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, if entered into in connection with the Spin-Off and not in effect on the Issue Date, as in effect on the Spin-Off Effective Date), as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respectrespect when taken as a whole; (7) any customary transaction with a Receivables Subsidiary including a Securitization Subsidiary effected as part Repurchase Obligation and sales of a Qualified Securitization Financingaccounts receivable, or participations therein, in connection with any Receivables Facility; (8) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness 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 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) transactions with any transaction between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or other Person that is an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary or any Affiliate of any Permitted Holder owns Subsidiary, an equity interest in in, or otherwise controls controls, such Affiliate, Associate or similar entityPerson; (10) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting and performance of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made any transactions (a) pursuant to clause the Transactions, the Transaction Agreements and any actions pursuant thereto or contemplated thereby, including the payment of all costs and expenses (12including all legal, accounting and other professional fees and expenses) hereofrelated to the Transactions, (ib) payments by the Issuer with Air Products or any Restricted Subsidiary of its Affiliates pursuant to any Permitted Holder the contracts or agreements described in the Offering Memorandum under the caption “Our Relationship with Air Products Following the Spin-Off”, or (whether directly or indirectlyc) in the case of annual customary management, consulting, monitoring or advisory fees and related expenses each of clauses (a) and (ii) customary payments by b), any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuer Company and its Restricted Subsidiaries than the original agreement or any Restricted Subsidiary to any Permitted Holder arrangement in existence on the Issue Date (whether directly or indirectly, including through any Parent) for financial advisory, financing, underwriting if such agreement or placement services contract is not in effect on the Issue Date or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority the case of the Board of Directors in good faithTransaction Agreements, their respective dates); (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (14) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (1513) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (1513) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; andrespect; (1614) any purchases purchase by or Issuance to the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by or Issued to Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by or Issuances to the IssuerCompany’s Affiliates are on terms no less favorable to the same terms Company and its Restricted Subsidiaries as such purchases by or Issuances to such Persons who are not the IssuerCompany’s Affiliates; (15) (i) investments by Affiliates in securities of the Company 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 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 of the Company or any of its Restricted Subsidiaries contemplated in the foregoing clause (i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities; (16) payments by any Parent Entity, the Company and 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 the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries; (17) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies 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, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the Board of Directors of the Company in good faith; (18) employment and severance arrangements between the Company or its Restricted Subsidiaries and their respective offers and employees in the ordinary course of business or entered into in connection with the Transactions; (19) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or equity interests in any Restricted Subsidiary permitted under Section 3.5 or entered into with any Business Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (20) 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 the caption “—Designation of Restricted and Unrestricted Subsidiaries;” and (21) any Permitted Tax Restructuring.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of the greater of $5.0 37.5 million and 1.5% of Total Assets 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 50.0 million, the terms of such transaction have been approved by a majority of the members Disinterested Directors of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if anyCompany. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 Issuer, Company or any Restricted Subsidiary or any ParentSubsidiary, 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; (4a) 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; (54) 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 contractors, consultants, distributors or employees of the Issuer Company or any Restricted Subsidiary of the Issuer (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); (65) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 3.8 or to the extent not more disadvantageous to the Holders in any material respect; (76) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingFacility, Floor Plan Facility or Receivables Facility, any disposition or acquisition of Securitization Assets, Vehicle Assets Receivables Assets or related assets in connection with any Securitization Facility, Floor Plan Facility or Receivables Facility and any repurchase of Securitization Assets, Vehicle Assets or Receivables Assets pursuant to a Securitization Repurchase Obligation; (8) 7) transactions with customers, clients, suppliers joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness consistent with past practice, which (x) are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors of the Company or 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 partyparty and (y) otherwise comply with the terms of this Indenture; (9) 8) any transaction between or among the Issuer Company or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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; (109) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (1410) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (1511) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; andrespect; (1612) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its the Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (13) (i) investments by Affiliates in securities or loans of the Company or any of its Restricted Subsidiaries 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 the majority of such investments are purchased by Persons who are not the Company’s Affiliates and (ii) payments to Affiliates in respect of securities or loans of the Company or any of its Restricted Subsidiaries contemplated in the foregoing clause 17(i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) payments by the Company and its Restricted Subsidiaries pursuant to the Tax Receivable Agreement; (15) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, contractor or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company or any of its Subsidiaries 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; (16) employment and severance arrangements between the Company or its Restricted Subsidiaries and their respective officers, directors, contractors, consultants, distributors and employees in the ordinary course of business; (17) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under Section 3.5 or entered into with any Business Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (18) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary as described in Section 3.16 and pledges of Capital Stock of Unrestricted Subsidiaries; (19) (i) any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, and (ii) any operational service arrangement entered into between the Company or any Restricted Subsidiary and any Affiliate of the Company, in each case which is approved by a majority of the Disinterested Directors; (20) intellectual property licenses in the ordinary course of business; (21) payments to or from, and transactions with, any joint venture in the ordinary course of business or consistent with past practice (including any cash management activities related thereto); (22) the payment of costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement; (23) any transaction made pursuant to the Exchange Agreement; and (24) transactions and agreements disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2021. In addition, if the Company or any of its Restricted Subsidiaries (i) purchases or otherwise acquires assets or properties from a Person which is not an Affiliate, the purchase or acquisition by an Affiliate of the Company of an interest in all or a portion of the assets or properties acquired shall not be deemed an Affiliate Transaction (or cause such purchase or acquisition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction) or (ii) sells or otherwise disposes of assets or other properties to a Person who is not an Affiliate, the sale or other disposition by an Affiliate of the Company of an interest in all or a portion of the assets or properties sold shall not be deemed an Affiliate Transaction (or cause such sale or other disposition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction).

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million 10.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 25.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of the Company. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested DirectorsDirectors of the Company, if any. (b) The provisions of clause (a) of this Section 3.8 3.8(a) above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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) (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 Restricted SubsidiariesSubsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company and such merger, amalgamation or consolidation is otherwise consummated in compliance with this Indenture; (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, any Parent Entity or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any Controlled Investment Affiliate of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingFinancing or Receivables Facility and any disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing and any repurchase of Securitization Assets pursuant to a Securitization Repurchase Obligation; (8) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness 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 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 between or among the Issuer Company or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer Company and its Subsidiaries; (1312) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses expenses) related to the Transactions; (1413) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (1514) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; andrespect; (1615) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its the Restricted Subsidiaries Subsidiaries, the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (16) (i) investments by Affiliates in securities of the Company 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 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 of the Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities; (17) payments by the Company (and any Parent Entity) and its Restricted Subsidiaries pursuant to any tax sharing agreements or other equity agreements in respect of “Related Taxes” among the Company (and any such Parent Entity) and its 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 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 or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies 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, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the board of directors of the Company in good faith; (19) employment and severance arrangements between the Company or its Restricted Subsidiaries and their respective offers and employees in the ordinary course of business or entered into in connection with 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 Equity Interests in any Restricted Subsidiary permitted under Section 3.5 or entered into with any Business Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (21) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary as permitted under Section 3.17; (22) any Permitted Tax Restructuring; and (23) transactions and agreements disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2016.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 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 Restricted Subsidiaries; (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 of the Issuer Company (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary Entity effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or 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 between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority in each case pursuant to the Advisory Agreements as in effect on the Issue Date (or any amendment thereto (so long as any such amendment is not disadvantageous, in the good faith judgment of the Board of Directors to the Holders when taken as a whole as compared to the Advisory Agreements in good faitheffect on the Issue Date)); (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer Company and its Subsidiaries; (13) the Transactions Offering and the payment of all fees and expenses related to the TransactionsOffering; (14) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries 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 similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (16) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates.

Limitation on Affiliate Transactions. (a) The Issuer shall and Holdings will not, and shall will not permit any of its their Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 10.0 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to Holdings, 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 15.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of Holdings. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a3.8(a)(2) if such Affiliate Transaction is approved by a majority of the Disinterested DirectorsDirectors of Holdings, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 Holdings, the Issuer, 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 Holdings or the Issuer, 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 transaction between or among Holdings, the Issuer and and/or any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries; (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 Holdings, the Issuer or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the entry into and performance of obligations of Holdings, the Issuer or any of its their 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingFinancing or Receivables Facility and any disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing and any repurchase of Securitization Assets pursuant to a Securitization Repurchase Obligation; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness or consistent with past practice, which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Issuer or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; (9) any transaction between or among Holdings, the Issuer or any Restricted Subsidiary and any Person that is an Affiliate of Holdings, the Issuer or an Associate or similar entity that would constitute an Affiliate Transaction solely because Holdings, the Issuer or a Restricted Subsidiary or any Affiliate of Holdings, the Company 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or monitoring, refinancing, subsequent transaction exit fees, advisory fees and related costs and expenses and indemnities in connection therewith and (ii) 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 approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses expenses) related to the Transactions; (14) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by Holdings, the Issuer or any Restricted Subsidiaries 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 similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by Holdings, the Issuer or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and; (16) any purchases by the Issuer’s Affiliates of Indebtedness or Disqualified Stock of Holdings, the Issuer or any of its their 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) (i) investments by Affiliates in securities of Holdings, the Issuer or any of their 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 Holdings, 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 of Holdings, the Issuer or any of their Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than Holdings, the Issuer and their Restricted Subsidiaries, in each case, in accordance with the terms of such securities; (18) payments by Holdings (and any Parent Entity), the Issuer and their Restricted Subsidiaries pursuant to any tax sharing agreements or other equity agreements in respect of Related Taxes among Holdings (and any such Parent Entity), the Issuer and their Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of Holdings and its Subsidiaries; (19) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary in accordance with Section 3.20; and (20) any Intercompany License Agreements.

Limitation on Affiliate Transactions. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 10.0 million unless: (1) the terms of such Affiliate Transaction Transaction, taken as a whole whole, are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could would 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 15.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of the Company. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 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 customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of or for, the benefit of officers, employees, directors directors, members of management 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 Restricted Subsidiaries; (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, any current, former or future directors, officers, members of management, consultants or employees of the Issuer Company or any Restricted Subsidiary of the Issuer Company (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary Entity effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or 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 between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith[reserved]; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder (or any Parent of the Company) in connection with its direct or indirect investment investments in the Issuer Company and its Subsidiaries; (13) the Transactions Offering and the payment of all fees and expenses related to the TransactionsOffering; (14) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it (or any Parent of the Company) is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and; (16) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (17) payments to or from, and transactions with, any joint venture or Unrestricted Subsidiary in the ordinary course of business or industry norms (including, without limitation, any cash management activities related thereto); (18) payments by the Issuers (and any Parent of the Company) and its Restricted Subsidiaries pursuant to any tax sharing agreements in respect of “Related Taxes” among the Issuers (and any Parent of the Company) and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries; and (19) transactions between an Issuer or any Restricted Subsidiary and any Person, a director of which is also a member of the Board of Directors of the Issuer or any Parent; provided, that such director abstains from voting as a director of the Issuer or such Parent, as the case may be, on any matter involving such other Person.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 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 Restricted Subsidiaries; (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 of the Issuer Company (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or 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 between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the 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; (109) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (1110) without duplication in respect of payments made pursuant to clause (1211) hereof, (i) payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (1211) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer Company and its Subsidiaries; (1312) the Transactions and the payment of all fees and expenses related to the Transactions; (1413) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (1514) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries 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 similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (1514) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (1615) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million 25.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 50.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (a) of this Section 3.8 3.8(a) above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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) (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 Restricted SubsidiariesSubsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company and such merger, amalgamation or consolidation is otherwise consummated in compliance with this Indenture; (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, any Parent Entity or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any Controlled Investment Affiliate of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) sales of accounts receivable, or participations therein, in connection with any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingReceivables Facility; (8) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness 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 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 between or among the Issuer Company or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or monitoring, refinancing, subsequent transaction exit fees, advisory fees and related costs and expenses and indemnitees in connection therewith in an aggregate amount not to exceed 2.5% of LTM EBITDA and (ii) customary payments by the Issuer Company 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 approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer Company and its Subsidiaries; (13) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses expenses) related to the Transactions; (14) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; andrespect; (16) any purchases purchase by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (17) (i) investments by Affiliates in securities of the Company 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 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 of the Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities; (18) payments by the Company (and any Parent Entity) and its Restricted Subsidiaries pursuant to any tax sharing agreements or other equity agreements in respect of “Related Taxes” among the Company (and any such Parent Entity) and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries; (19) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies 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, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the board of directors of the Company in good faith; (20) employment and severance arrangements between the Company or its Restricted Subsidiaries and their respective offers and employees in the ordinary course of business or entered into in connection with the Transactions; (21) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Equity Interests in any Restricted Subsidiary permitted under Section 3.5 or entered into with any Business Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (22) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary as described under the caption “—Designation of Restricted and Unrestricted Subsidiaries;” and (23) any Permitted Tax Restructuring.

Limitation on Affiliate Transactions. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 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 length dealings with a Person who is not such an Affiliate; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. . (b) Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a4.11(a)(2) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (bc) The provisions of clause (aSection 4.11(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, 4.07 hereof or any Permitted Investment (other than clauses (1)(b) and (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 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 Restricted Subsidiaries; (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 or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 4.11 or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business, which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Issuer or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; (9) 8) any transaction between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the 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; (109) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (1410) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1)4.11(a)(1) hereof; (1511) the existence of, or the performance by the Issuer or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it 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 the equityholders’ agreement or under any similar agreement entered into after the Issue Date will shall only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (1612) any purchases by the Issuer’s Affiliates of Indebtedness or Disqualified Stock of the Issuer or any of its 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.

Limitation on Affiliate Transactions. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 10.0 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 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 25.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of the Company. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a3.8(a)(2) if such Affiliate Transaction is approved by a majority of the Disinterested DirectorsDirectors of the Company, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 Issuer, Company or any Restricted Subsidiary or any ParentSubsidiary, 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 directors, managers or consultants approved by the Board of Directors of the Issuer, in each case Company 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 Restricted Subsidiaries; (54) 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, managers, officers, consultants or employees of the Issuer Company or any Restricted Subsidiary of the Issuer Company (whether directly or indirectly and including through any Person owned or controlled by any of such directors, managers, officers or employees); (65) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 3.8 or to the extent not more disadvantageous to the Holders in any material respect; (76) any customary transaction with a Securitization Subsidiary Entity effected as part of a Qualified Securitization FinancingSecuritization; (8) 7) the making of loans or other transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or 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 between or among the Issuer Company or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer or an Associate Company or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the Company 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; (109) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (1410) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (1511) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer Company or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ any such agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (1612) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates.

Limitation on Affiliate Transactions. (a) The Issuer shall and Holdings will not, and shall will not permit any of its their Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to Holdings, 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of Holdings. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a3.8(a)(2) if such Affiliate Transaction is approved by a majority of the Disinterested DirectorsDirectors of Holdings, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 Holdings, 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 Holdings or 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 Restricted Subsidiaries; (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 or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business, which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Issuer or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; (9) any transaction between or among the Issuer or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Company 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12Section 3.8(b)(12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses expenses, and (ii) 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 place-ment services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (14) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by Holdings, the Issuer or any Restricted Subsidiaries 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 similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by Holdings, the Issuer or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (16) any purchases by the Issuer’s Affiliates of Indebtedness or Disqualified Stock of the Issuer or any of its 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.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million 25.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 50.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (a) of this Section 3.8 3.8(a) above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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) (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 Restricted SubsidiariesSubsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company and such merger, amalgamation or consolidation is otherwise consummated in compliance with this Indenture; (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, any Parent Entity or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any Controlled Investment Affiliate of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) sales of accounts receivable, or participations therein, in connection with any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingReceivables Facility; (8) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness 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 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 between or among the Issuer Company or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or monitoring, refinancing, subsequent transaction exit fees, advisory fees and related costs and expenses and indemnitees in connection therewith in an aggregate amount not to exceed 2.5% of LTM EBITDA and (ii) customary payments by the Issuer Company 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 approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer Company and its Subsidiaries; (13) (a) the Acquisition Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses) related to the Acquisition Transactions and (b) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses expenses) related to the Transactions, in each case as disclosed in the Offering Circular; (14) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; andrespect; (16) any purchases purchase by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (17) (i) investments by Affiliates in securities of the Company 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 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 of the Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities; (18) payments by the Company (and any Parent Entity) and its Restricted Subsidiaries pursuant to any tax sharing agreements or other equity agreements in respect of “Related Taxes” among the Company (and any such Parent Entity) and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries; (19) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies 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, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the board of directors of the Company in good faith; (20) employment and severance arrangements between the Company or its Restricted Subsidiaries and their respective offers and employees in the ordinary course of business; (21) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under Section 3.5 or entered into with any Business Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (22) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary as described under the caption “—Designation of Restricted and Unrestricted Subsidiaries;” and (23) any Permitted Tax Restructuring.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Controlling Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value consideration in excess of $5.0 million 5,000,000, 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 arm’s-length dealings with a Person who is not a Controlling Affiliate, or, if in the good faith judgment of the Board of Directors or a committee thereof, no comparable transaction is available with which to compare such an AffiliateAffiliate Transaction, such Affiliate Transaction is otherwise fair to the Company or such Restricted Subsidiary from a financial point of view; and (2ii) in the event such Affiliate Transaction involves an aggregate value consideration in excess of $10.0 million10,000,000, the terms of such transaction have been approved by either (a) a majority of the disinterested members of the Board of Directors. Any Directors or (b) a committee of the Board of Directors comprised entirely of disinterested members (and such majority determines that such Affiliate Transaction shall be deemed to have satisfied satisfies the requirements set forth criteria in clause (2i) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if anyabove). (b) The provisions of clause (aSection 4.07(a) of this Section 3.8 above shall not apply to: (1i) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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, consultingemployment agreement, collective bargaining or benefit planagreement, program, consulting agreement or arrangementemployee benefit arrangements with any employee, related trust consultant, officer or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock director of the Issuer, Company or any Restricted Subsidiary or Subsidiary, including under any Parent, restricted stock plans, long-term incentive plansoption, stock appreciation rights plansrights, participation plans or similar employee benefits or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings stock incentive 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 entered into in the ordinary course of business; (3ii) any Management Advances and any waiver or transaction with respect thereto; (4) any transaction transactions 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 Company and/or the Restricted Subsidiaries; (5iii) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is a Controlling Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, Capital Stock in, or controls, such Person; (iv) payment of reasonable and customary fees, salaries, bonuses, compensation, reasonable fees other employee benefits and reimbursement reimbursements of expenses to, and customary indemnities (including under customary insurance policiespursuant to indemnity arrangements or otherwise) and employee benefit and pension expenses provided on behalf ofof officers, directors, officers, employees or consultants or employees of the Issuer Company or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees)Restricted Subsidiaries; (6v) the entry into and performance any issuance of obligations Capital Stock (other than Disqualified Stock) of the Issuer or any Company to Affiliates of its the Company; (vi) Restricted Subsidiaries under the terms of any transaction arising out of, and any payments Payments that do not violate Section 4.05; (vii) transactions pursuant to or for purposes of funding, contemplated by any agreement or instrument in effect as of or on the Issue DateDate and transactions pursuant to any amendment, modification or extension to such agreement, so long as these agreements and instruments may be amendedsuch amendment, modifiedmodification or extension, supplementedtaken as a whole, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent is not materially more disadvantageous to the Holders than the original agreement as in any material respecteffect on the Issue Date; (7viii) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingPermitted Investments; (8) ix) transactions with customers, clients, suppliers or purchasers or sellers of goods or servicesservices or joint venture partners, in each case in the ordinary course of business, which business and otherwise in compliance with the terms of this Indenture that are fair to the Issuer Company or the relevant Restricted Subsidiary Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Issuer or the relevant Restricted SubsidiaryCompany, 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 partyPerson; (9x) the granting and performance of any transaction registration rights for the Company’s Capital Stock; (xi) pledges of Capital Stock of Unrestricted Subsidiaries; (xii) transactions between or among the Issuer Company and the Restricted Subsidiaries, or transactions between or among the Company and/or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate Restricted Subsidiaries, on the one hand, and joint ventures or similar entity arrangement, on the other hand, in each case that are not otherwise prohibited by the terms of this Indenture; (xiii) any transaction not otherwise prohibited by this Indenture between or among the Company and/or any of its Subsidiaries; (xiv) any transactions and arrangements not prohibited by, and complying with the applicable terms of, Section 4.02, Section 4.03, Section 4.11 or Section 5.01; and (xv) any transaction with any Person which would constitute an Affiliate Transaction solely because the Issuer such Person is a lender or a Restricted Subsidiary or any Affiliate of the Company or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliatesecurity holder, Associate or similar entity; (10) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (14) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that 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 the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (16) any purchases by the Issuer’s Affiliates of Indebtedness or Disqualified Stock of the Issuer or any of its 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 Person is treated equally as such purchases by such Persons who are not the Issuer’s Affiliatesall other lenders and security holders.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 10.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 25.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of the Company. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (2) of the definition thereof)Investment; (2) any issuance or sale of Capital Stock, options, other equity-related 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, Company or any Restricted Subsidiary or any ParentSubsidiary, restricted stock plans, long-term 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 practices; (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 Restricted Subsidiaries; (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 of the Issuer Company (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 3.8(b) or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness or consistent with past practices, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or 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 between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the 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; (109) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (1410) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that 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 the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (1611) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (12) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary as described under Section 3.20; and (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 10.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 50.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of the Company. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 Issuer, Company or any Restricted Subsidiary or any ParentSubsidiary, 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 practices; (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 Restricted Subsidiaries; (54) 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 of the Issuer Company (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (65) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 3.8(b) or to the extent not more disadvantageous to the Holders in any material respect; (76) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness or consistent with past practices, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or 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; (97) any transaction between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the 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) 8) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (149) transactions in which the Issuer Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee Trustees 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 meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that 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 the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (1610) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; and (11) transactions entered into by an Unrestricted Subsidiary, so long as not entered in contemplation of the redesignation as a Restricted Subsidiary, with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary as described under Section 3.15.

Limitation on Affiliate Transactions. (a) The Issuer shall Issuers and Holdings will not, and shall will not permit any of its their Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Issuers (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to Holdings, the Issuer Issuers 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of Holdings. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a3.8(a)(2) if such Affiliate Transaction is approved by a majority of the Disinterested DirectorsDirectors of Holdings, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 Holdings, the IssuerIssuers, 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 Holdings or the IssuerIssuers, 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 Issuers and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries; (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 Issuers or any Restricted Subsidiary of the Issuer Issuers (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) the entry into and performance of obligations of the Issuer Issuers or any of its their 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business, which are fair to the Issuer Issuers or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Issuer Issuers 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 between or among the Issuer Issuers or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Issuers or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Issuers or a Restricted Subsidiary or any Affiliate of the Company Issuers 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Issuers or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Issuers or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12Section 3.8(b)(12) hereof, (i) payments by the Issuer Issuers or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses expenses, and (ii) customary payments by the Issuer Issuers 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer Issuers and its their Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (14) transactions in which the Issuer Issuers 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 Issuers or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by Holdings, the Issuer Issuers or any Restricted Subsidiaries 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 similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by Holdings, the Issuer Issuers or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (16) any purchases by the Issuer’s Issuers’ Affiliates of Indebtedness or Disqualified Stock of the Issuer Issuers or any of its their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Issuer’s Issuers’ Affiliates; provided that such purchases by the Issuer’s Issuers’ Affiliates are on the same terms as such purchases by such Persons who are not the Issuer’s Issuers’ Affiliates.

Limitation on Affiliate Transactions. (a) The Issuer Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Parent Guarantor (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million 15.0 million, unless: (1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Issuer Parent Guarantor 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 25.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (a) of this Section 3.8 3.8(a) above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 IssuerParent Guarantor, 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 IssuerParent Guarantor, 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) (a) any transaction between or among the Issuer Parent Guarantor and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted SubsidiariesSubsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Parent Guarantor and such merger, amalgamation or consolidation is otherwise consummated in compliance with this Indenture; (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 ofof future, current or former directors, officers, consultants or employees of the Issuer Parent Guarantor, any Parent Entity or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any Controlled Investment Affiliate of such directors, officers officers, consultants or employees); (6) the entry into and performance of obligations of the Issuer Parent Guarantor 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) sales of accounts receivable, or participations therein, in connection with any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingReceivables Facility; (8) transactions with customers, clients, suppliers joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness or consistent with past practice, which are fair to the Issuer Parent Guarantor or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Issuer Parent Guarantor 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 between or among the Issuer Parent Guarantor or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Parent Guarantor or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Parent Guarantor or a Restricted Subsidiary or any Affiliate of the Company Parent Guarantor 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Parent Guarantor or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Parent Guarantor or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer Parent Guarantor and its Subsidiaries; (1312) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses expenses) related to the Transactions); (1413) transactions in which the Issuer Parent Guarantor 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 Parent Guarantor or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (1514) the existence of, or the performance by the Issuer Parent Guarantor or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer Parent Guarantor or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; andrespect; (1615) any purchases purchase by the IssuerParent Guarantor’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Parent Guarantor or any of its their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerParent Guarantor’s Affiliates; provided that such purchases by the IssuerParent Guarantor’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerParent Guarantor’s Affiliates; (16) (i) investments by Affiliates in securities of the Parent Guarantor 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 Parent Guarantor 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 of the Parent Guarantor or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Parent Guarantor and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities; (17) payments by the Parent Guarantor (and any Parent Entity) and its Restricted Subsidiaries pursuant to any tax sharing agreements or other equity agreements in respect of “Related Taxes” among the Parent Guarantor (and any such Parent Entity) and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Parent Guarantor and its Subsidiaries; (18) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Parent Guarantor 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 or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Guarantor, any of its Subsidiaries or any of its direct or indirect parent companies 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, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the board of directors of the Parent Guarantor in good faith; (19) employment and severance arrangements between the Parent Guarantor or its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business; (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 3.5 or entered into with any Business Successor, in each case, that the Parent Guarantor determines in good faith is either fair to the Parent Guarantor 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 redesignated as a Restricted Subsidiary pursuant to Section 3.19 and pledges of Capital Stock of Unrestricted Subsidiaries; (22) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired or merged into the Parent Guarantor or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, and any amendment thereto to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respect; (23) the payment of out-of-pocket costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement; and (24) any Permitted Tax Restructuring.

Limitation on Affiliate Transactions. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 35.0 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 length dealings with a Person who is not such an Affiliate; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 65.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of the Issuer. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 Issuer, Issuer or any Restricted Subsidiary or any ParentSubsidiary, 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 businessbusiness or consistent with past practices; (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 Restricted Subsidiaries; (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 or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 3.8(b) or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness or consistent with past practices, which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Issuer or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; (9) 8) any transaction between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the 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; (109) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (1410) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that 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 the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (1611) any purchases by the Issuer’s Affiliates of Indebtedness or Disqualified Stock of the Issuer or any of its 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; (12) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary as described under Section 3.20; and (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of the greater of $5.0 37.5 million and 1.5% of Total Assets 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 50.0 million, the terms of such transaction have been approved by a majority of the members Disinterested Directors of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if anyCompany. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 Issuer, Company or any Restricted Subsidiary or any ParentSubsidiary, 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; (4a) 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; (54) 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 contractors, consultants, distributors or employees of the Issuer Company or any Restricted Subsidiary of the Issuer (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); (65) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 3.8 or to the extent not more disadvantageous to the Holders in any material respect; (76) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingFacility, Floor Plan Facility or Receivables Facility, any disposition or acquisition of Securitization Assets, Vehicle Assets Receivables Assets or related assets in connection with any Securitization Facility, Floor Plan Facility or Receivables Facility and any repurchase of Securitization Assets, Vehicle Assets or Receivables Assets pursuant to a Securitization Repurchase Obligation; (8) 7) transactions with customers, clients, suppliers joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness consistent with past practice, which (x) are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors of the Company or 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 partyparty and (y) otherwise comply with the terms of this Indenture; (9) 8) any transaction between or among the Issuer Company or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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; (109) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (1410) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (1511) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; andrespect; (1612) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its the Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (13) (i) investments by Affiliates in securities or loans of the Company or any of its Restricted Subsidiaries 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 the majority of such investments are purchased by Persons who are not the Company’s Affiliates and (ii) payments to Affiliates in respect of securities or loans of the Company or any of its Restricted Subsidiaries contemplated in the foregoing clause 17(i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) payments by the Company and its Restricted Subsidiaries pursuant to the Tax Receivable Agreement; (15) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, contractor or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company or any of its Subsidiaries 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; (16) employment and severance arrangements between the Company or its Restricted Subsidiaries and their respective officers, directors, contractors, consultants, distributors and employees in the ordinary course of business; (17) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under Section 3.5 or entered into with any Business Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (18) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary as described in Section 3.16 and pledges of Capital Stock of Unrestricted Subsidiaries; (19) (i) any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, and (ii) any operational service arrangement entered into between the Company or any Restricted Subsidiary and any Affiliate of the Company, in each case which is approved by a majority of the Disinterested Directors; (20) intellectual property licenses in the ordinary course of business; (21) payments to or from, and transactions with, any joint venture in the ordinary course of business or consistent with past practice (including any cash management activities related thereto); (22) the payment of costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement; (23) any transaction made pursuant to the Exchange Agreement; and (24) transactions and agreements disclosed in the Company’s definitive proxy statement filed with the SEC on March 23, 2022, as amended. In addition, if the Company or any of its Restricted Subsidiaries (i) purchases or otherwise acquires assets or properties from a Person which is not an Affiliate, the purchase or acquisition by an Affiliate of the Company of an interest in all or a portion of the assets or properties acquired shall not be deemed an Affiliate Transaction (or cause such purchase or acquisition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction) or (ii) sells or otherwise disposes of assets or other properties to a Person who is not an Affiliate, the sale or other disposition by an Affiliate of the Company of an interest in all or a portion of the assets or properties sold shall not be deemed an Affiliate Transaction (or cause such sale or other disposition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction).

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 20.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of the Company. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (2) of the definition thereof)Investment; (2) any issuance or sale of Capital Stock, options, other equity-related 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, Company or any Restricted Subsidiary or any ParentSubsidiary, restricted stock plans, long-term 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 practices; (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 Restricted Subsidiaries; (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 of the Issuer Company (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 3.8(b) or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness or consistent with past practices, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or 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 between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the 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; (109) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (1410) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that 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 the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (1611) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; and (12) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary as described under Section 3.20.

Limitation on Affiliate Transactions. (a) The Issuer shall Holdings will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction (including or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Holdings with a Fair Market Value in excess of $10.0 million (each, an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million ), unless: (1) the terms of such Affiliate Transaction taken as a whole is on terms that are not materially less favorable to Holdings or the Issuer relevant Restricted Subsidiary than those that could reasonably have been obtained in a comparable arm’s length transaction by Holdings or such Restricted SubsidiarySubsidiary with an unaffiliated Person; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, Holdings delivers to the Trustee a resolution adopted in good faith by a majority of the disinterested members of the Board of Directors of Holdings 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; and (2) in the event ​ ​ approving such Affiliate Transaction involves an aggregate value in excess of $10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements and set forth in clause (2) of this Section 3.8(a) if an Officer’s Certificate certifying that such Affiliate Transaction is approved by a majority of the Disinterested Directors, if anycomplies with this Section 3.8. (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of clause (a) of this Section 3.8 above shall not apply to:3.8(a): (1) any Restricted Payment permitted to be made pursuant to Section 3.3employment agreement, or any Permitted Investment (other than clauses (1)(b) and (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 employee benefit plan, programemployee stock ownership plan, agreement program or arrangement, related trust indemnification or other similar reimbursement agreement and other compensation arrangementsor arrangement for directors, 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 agents and consultants, stock option, stock repurchase agreement, service agreement, incentive agreement, consulting agreement, severance agreement, insurance plan or consultants approved by the Board of Directors of the Issuerany similar agreement, plan or arrangement (including director compensation), 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 Restricted Subsidiaries; (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 or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned or controlled entered into by any of such directors, officers or employees); (6) the entry into and performance of obligations of the Issuer Holdings or any of its Restricted Subsidiaries under in the terms ordinary course of any transaction arising out of, business and any payments pursuant thereto; (2) transactions solely between or among Holdings and/or its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of Holdings that is an Affiliate of Holdings) solely because Holdings owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable directors’ fees and reasonable compensation to officers, employees and consultants; (5) any issuance of Equity Interests (other than Disqualified Stock) of Holdings to Affiliates, directors, officers or for purposes employees of funding, Holdings or any agreement or instrument in effect as of or on the Issue Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant its Restricted Subsidiaries or to the extent not more disadvantageous to the Holders holders of Equity Interests in any material respectHoldings; (6) (i) obligations that are permitted by Section 3.2; (ii) Restricted Payments that are permitted by Section 3.3 or (iii) Permitted Investments; (7) loans and advances paid to officers, directors, consultants, managers or employees of Holdings or any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financingits Restricted Subsidiaries in an amount not to exceed $2.5 million in the aggregate at any one time outstanding; (8) transactions with Affiliates that are customers, clients, suppliers lessors, lessees, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which are in the ordinary course of businessbusiness and otherwise in compliance with the terms of this Indenture, and which are fair to the Issuer Holdings or the relevant any of its Restricted Subsidiary Subsidiaries, as applicable, in the reasonable determination of the Board of Directors Holdings or the senior management of the Issuer or the relevant such Restricted SubsidiarySubsidiaries, as applicable, or are on terms no that, taken as a whole, are materially not less favorable to Holdings or such Restricted Subsidiary than those could be obtained, at the time of such transaction or, if such transaction is pursuant to a written ​ ​ agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that could reasonably have been obtained at such time from is not an unaffiliated partyAffiliate; (9) any transaction between or among the Issuer or any Restricted Subsidiary and any Affiliate of the Issuer or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the 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 entitytransactions permitted by Section 4.1; (10) issuances transactions between Holdings or sales any of its Restricted Subsidiaries and any Person that is an Affiliate of Holdings or any of its Restricted Subsidiaries solely because a director of such Person is also a director of Holdings; provided, however, that such director abstains from voting as a director on any matter involving such other Person; (11) transactions with any Person solely in its capacity as a holder of Indebtedness or Capital Stock (of Holdings or any of its Restricted Subsidiaries if such transaction provides for equal treatment of such Person and all other than Disqualified Stock or Designated Preferred Stock) holders, in their capacity as holders, of the Issuer same series of such Indebtedness or options, warrants or other rights to acquire of the same class of such Capital Stock Stock; (12) transactions pursuant to permitted agreements in existence on the Issue Date or any amendments, restatements, amendments and restatements, modifications, supplements or replacements thereto to the extent such amendments, restatements, amendments and restatements, modifications, supplements or replacements, taken as a whole, is not adverse to the Holders in any material respect; (13) contracts or arrangements between Holdings or any of its Restricted Subsidiaries and any of its Affiliates regarding coordination or joint defense of any litigation or any other action, suit, proceeding, claim or dispute before any courts, arbitrators or governmental authority; (14) the granting of registration and other customary rights in connection therewith with the issuance of Equity Interests or other securities by Holdings or any contribution to capital of the Issuer or any its Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (14) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, transactions pursuant to agreements or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) arrangements to which it is party as of be in effect on the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that described in the existence ofOffering Memorandum, or the performance by the Issuer any amendment, modification, or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ supplement thereto or renewal or replacement thereof as long as such agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment arrangement, as so amended, modified, supplemented, renewed or new agreement are replaced, taken as a whole, is not otherwise materially more disadvantageous to the Holders of the Notes than the agreement or arrangement in existence on the Issue Date as determined in good faith by a responsible financial or accounting officer of Holdings; (16) employment and severance or termination arrangements between Holdings, any material respectsRestricted Subsidiary or the Parent Entity and any of Holdings’ or a Restricted Subsidiaries’ respective employees (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to ​ ​ the repurchase of Capital Stock pursuant to put/call rights or similar rights with current or former Employees and stock option or incentive plans and other compensation arrangements) in the ordinary course of business and otherwise permitted under this Indenture; and (1617) any purchases by the Issuer’s Affiliates transaction effected as part of Indebtedness a Qualified Securitization Financing or Disqualified Stock Receivables Facility, any disposition or acquisition of the Issuer Securitization Assets, Receivables Assets or related assets in connection with any of its Restricted Subsidiaries the majority of which Indebtedness Qualified Securitization Financing 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 AffiliatesReceivables Facility.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 10.0 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; and (2) and in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 25.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of the Company. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) . The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) : any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (2) of the definition thereof); (2) Investment; any issuance or sale of Capital Stock, options, other equity-related 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, Company or any Restricted Subsidiary or any ParentSubsidiary, restricted stock plans, long-term 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) business or consistent with past practices; 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 Restricted Subsidiaries; (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 of the Issuer Company (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) ; 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 3.8(b) or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) ; transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness or consistent with past practices, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or 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 between or among the Issuer Company or any Restricted Subsidiary and any Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the 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) ; issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (14) ; transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that 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 the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (16) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary as described under Section 3.20; and transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million 10.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 25.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of the Company. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if ‎Section 3.8(a)(2)if such Affiliate Transaction is approved by a majority of the Disinterested DirectorsDirectors of the Company, if any. (b) The provisions of clause (a‎Section 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, ‎Section 3.3 or any Permitted Investment (other than clauses (1)(b) and (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 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) (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 Restricted SubsidiariesSubsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company and such merger, amalgamation or consolidation is otherwise permitted under this Indenture; (5) the payment of compensation, 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 contractors, consultants, distributors or employees of the Issuer Company, any Parent Entity or any Restricted Subsidiary of the Issuer (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 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant ‎Section 3.8 or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingFinancing or Receivables Facility, any disposition or acquisition of Securitization Assets, Receivables Assets or related assets in connection with any Qualified Securitization Financing or Receivables Facility; (8) transactions with customers, clients, suppliers joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case case, in the ordinary course of businessbusiness 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 of the Company or 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 between or among the Issuer Company or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (ia) payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder Parent Entity (whether directly or indirectly) ), including to its affiliates or its designees, of annual customary management, consulting, monitoring or monitoring, refinancing, transaction, subsequent transaction exit fees, advisory fees and related costs and expenses and indemnitees in connection therewith and any termination fees (iiincluding any such cash lump sum or present value fee upon the consummation of a corporate event, including an initial public offering) and (b) customary payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) Parent Entity for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved in the case of each of clauses (a) and (b) by a majority of the Board of Directors of the Company in good faith; (12) payment to any Permitted Holder Parent Entity of all reasonable out of out-of-pocket expenses incurred Incurred by such Permitted Holder Parent Entity in connection with its direct or indirect investment in the Issuer Company and its Subsidiaries; (13) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses expenses) related to the Transactions; (14) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1)3.8; (15) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; andrespect; (16) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (17) (i) 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 and (ii) payments to Affiliates in respect of securities of the Company or any of the Restricted Subsidiaries contemplated in subclause (17)(i) or that were acquired from Persons other than the Company and the Restricted Subsidiaries, in each case, in accordance with the terms of such securities; (18) payments by any Parent Entity, the Company and 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 the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries; (19) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, 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; (20) employment and severance arrangements between the Company or its Restricted Subsidiaries and their respective officers, directors, contractors, consultants, distributors and employees in the ordinary course of business or entered into in connection with the Transactions; (21) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under ‎Section 3.5 hereof or entered into with any Business Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (22) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated a Restricted Subsidiary under ‎Section 3.20 and pledges of Capital Stock of Unrestricted Subsidiaries; (23) any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, which is approved by a majority of the Disinterested Directors; (24) intellectual property licenses in the ordinary course of business; (25) payments to or from, and transactions with, any joint venture in the ordinary course of business or consistent with past practice (including any cash management activities related thereto); (26) the payment of costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement; and (27) any Permitted Redomiciliation or Permitted Tax Restructuring.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 25.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 50.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority Directors of the Disinterested Directors, if anyCompany. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 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 Company 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 Restricted SubsidiariesSubsidiaries (other than, in each case, any Securitization Entity); (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 of the Issuer Company (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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 contemplated to be entered into following the Issue Date, in each case (i) described in the Offering Memorandum under “Certain Relationships and Related Party Transactions” and (b) as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 3.8 or to the extent not more disadvantageous to the Holders in any material respect; (7) transactions in the ordinary course of business in connection with any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingTransaction, including any Permitted Credit Enhancement; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business, which are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or 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 between or among the Issuer Company or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (14) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that 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 the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and (1612) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates.

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of (at the time of the relevant transaction) the greater of $5.0 25.5 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 length dealings with a Person who is not such an Affiliate; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (a‎Section 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment or other transaction permitted to be made or undertaken pursuant to Section 3.3, ‎Section 3.3 (including Permitted Payments) or any Permitted Investment (other than clauses (1)(b) and (2) of the definition thereof)Investment; (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 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) (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 Restricted SubsidiariesSubsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company and such merger, amalgamation or consolidation is otherwise consummated in compliance with this Indenture; (5) the payment of compensation, reasonable fees fees, costs 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 (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer Company, any Parent Entity or any Restricted Subsidiary of the Issuer (whether directly or indirectly and including through any Person owned Controlled Investment Affiliate or controlled by any Immediate Family Member of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant ‎Section 3.8 or to the extent not more disadvantageous to the Holders in any material respectrespect in the reasonable determination of the Company when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingFinancing or Receivables Facility, any disposition or acquisition of Securitization Assets, Receivables Assets or related assets in connection with any Qualified Securitization Financing or Receivables Facility; (8) transactions with customers, vendors, clients, suppliers joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness or consistent with past practice, which are fair to the Issuer Company or the relevant Restricted Subsidiary Subsidiary, in the reasonable determination of the Board of Directors or 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 between or among the Issuer Company or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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) issuances issuances, transfers or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees fees, costs and expenses (including all legal, accounting and other professional fees, costs and expenses) related to the Transactions, in each case as disclosed in the Offering Memorandum; (1412) transactions in which the Issuer 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 meets the requirements of Section ‎Section 3.8(a)(1); (1513) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries of its obligations under the terms of, any equityholders’ , investor rights or similar agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15‎Section 3.8(b)(13) to the extent that the terms of any such amendment or new agreement are not otherwise otherwise, when taken as a whole, more disadvantageous to the Holders in any material respects; andrespect in the reasonable determination of the Company than those in effect on the Issue Date; (1614) any purchases purchase by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (15) (i) investments by Affiliates in securities or loans of the Company 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 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 its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (16) payments by the Company (and any Parent Entity) and its Restricted Subsidiaries pursuant to any tax sharing agreements or other equity agreements in respect of Related Taxes among the Company (and any such Parent Entity) and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries; (17) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies 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, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the Board of Directors of the Company in good faith; (18) any management equity plan, stock option plan, phantom equity plan or any other management, employee benefit or other compensatory plan or agreement (and any successor plans or arrangements thereto), employment, termination or severance agreement, or any stock subscription or equityholder agreement between the Company or its Restricted Subsidiaries and any distributor, employee, director, officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) approved by the reasonable determination of the Company; (19) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Equity Interests in any Restricted Subsidiary permitted under ‎Section 3.5 or entered into with any Business Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (20) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary as described in ‎Section 3.20 and pledges of Capital Stock of Unrestricted Subsidiaries; (21) (i) any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor and (ii) any operational services or other arrangement entered into between the Company or any Restricted Subsidiary and any Affiliate of the Company, in each case, which is approved as being on arm’s length terms by the reasonable determination of the Company; (22) intellectual property licenses and research and development agreements in the ordinary course of business or consistent with past practice; (23) payments to or from, and transactions with, any Subsidiary in the ordinary course of business or consistent with past practice (including any cash management arrangements or activities related thereto); (24) 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; (25) transactions undertaken in the ordinary course of business pursuant to membership in a purchasing consortium; and (26) any Permitted Intercompany Activities, Permitted Tax Restructuring, Intercompany License Agreements and related transactions. In addition, if the Company or any of its Restricted Subsidiaries (i) purchases or otherwise acquires assets or properties from a Person which is not an Affiliate, the purchase or acquisition by an Affiliate of the Company of an interest in all or a portion of the assets or properties acquired shall not be deemed an Affiliate Transaction (or cause such purchase or acquisition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction) or (ii) sells or otherwise disposes of assets or other properties to a Person who is not an Affiliate, the sale or other disposition by an Affiliate of the Company of an interest in all or a portion of the assets or properties sold shall not be deemed an Affiliate Transaction (or cause such sale or other disposition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction).

Limitation on Affiliate Transactions. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of the greater of $5.0 12.5 million and 1.5% of Total Assets 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; Affiliate; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 25.0 million, the terms of such transaction have been approved by a majority of the members Disinterested Directors of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if anyCompany. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 Issuer, Company or any Restricted Subsidiary or any ParentSubsidiary, 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;business or consistent with past practice; (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 Restricted Subsidiaries;Subsidiaries; (54) 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 contractors, consultants, distributors or employees of the Issuer Company or any Restricted Subsidiary of the Issuer (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);employees); (65) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant Section 3.8 or to the extent not more disadvantageous to the Holders in any material respect;respect; (6) [reserved]; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing; (8) transactions with customers, clients, suppliers joint venture partners, suppliers, contractors, distributors, landlords, lessors, lessees, licensors, licensees or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness consistent with past practice, which (x) are fair to the Issuer Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors of the Company or 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;party and (y) otherwise comply with the terms of this Indenture; (9) 8) any transaction between or among the Issuer Company or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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;entity; (109) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary;Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or advisory fees and related expenses and (ii) 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 are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all fees and expenses related to the Transactions; (1410) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(1);3.8(a)(1); (1511) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; andrespect; (1612) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its the Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates.Affiliates; (13) (i) investments by Affiliates in securities of the Company or any of the Restricted Subsidiaries 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 the majority of such investments are purchased by Persons who are not the Company’s Affiliates and (ii) payments to Affiliates in respect of securities of the Company or any of the Restricted Subsidiaries contemplated in the foregoing clause (13)(i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities;

Limitation on Affiliate Transactions. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer Company (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 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; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 million, the terms of such transaction have been approved by a majority of the members of the Board of DirectorsDirectors of the Company. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a3.8(a)(2) if such Affiliate Transaction is approved by a majority of the Disinterested DirectorsDirectors of the Company, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 transaction between or among the Issuer and Company and/or any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries; (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 of the Issuer (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees); (6) 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, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingFinancing or Receivables Facility and any disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing and any repurchase of Securitization Assets pursuant to a Securitization Repurchase Obligation; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness 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 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 between or among the Issuer Company or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer Company or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer Company or a Restricted Subsidiary or any Affiliate of the 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer Company or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual customary management, consulting, monitoring or monitoring, refinancing, subsequent transaction exit fees, advisory fees and related costs and expenses and indemnitees in connection therewith and (ii) customary payments by the Issuer Company 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, in each case, which payments are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer Company and its Subsidiaries; (13) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses expenses) related to the Transactions; (14) transactions in which the Issuer 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 meets the requirements of Section 3.8(a)(13.8(a)(l); (15) the existence of, or the performance by the Issuer Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date with respect to the Company and its Restricted Subsidiaries and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer 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 Issue Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; and; (16) any purchases by the IssuerCompany’s Affiliates of Indebtedness or Disqualified Stock of the Issuer Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the IssuerCompany’s Affiliates; provided that such purchases by the IssuerCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the IssuerCompany’s Affiliates; (17) (i) investments by Affiliates in securities of the Company 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 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 of the Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities; (18) payments by any Parent Entity, the Company and its 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 its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries; (19) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary in accordance with Section 3.19 so long as such transaction is not entered into in contemplation of such redesignation; and (20) payments to or the receipt of payments from, and the entry into of and the consummation of transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Company and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted by this Indenture, so long as such payments or transactions are on terms that are not materially less favorable to the 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.

Limitation on Affiliate Transactions. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Issuer (an “Affiliate Transaction”) involving aggregate value in excess of $5.0 million 25.0 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 length dealings with a Person who is not such an Affiliate; and (2) in the event such Affiliate Transaction involves an aggregate value in excess of $10.0 50.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) The provisions of clause (aSection 3.8(a) of this Section 3.8 above shall not apply to: (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted Investment (other than clauses (1)(b) and (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 Issuer, 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 directors, contractors or consultants approved by the Board of Directors of the Issuer, 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) (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 Restricted SubsidiariesSubsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise permitted under this Indenture; (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 ofof future, current or former directors, officers, consultants contractors, consultants, distributors or employees of the Issuer Issuer, any Parent Entity or any Restricted Subsidiary of the Issuer (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 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 Escrow Release Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect; (7) sales of accounts receivable, or participations therein, in connection with any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization FinancingReceivables Facility; (8) transactions with customers, clients, suppliers joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of businessbusiness or consistent with past practice, which are fair to the Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Issuer or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; (9) any transaction between or among the Issuer or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary or any Affiliate of the Company 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) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Issuer or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Issuer or any Restricted Subsidiary; (11) without duplication in respect of payments made pursuant to clause (12) hereof, (i) payments by the Issuer or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) ), including to its affiliates or designees, of annual customary managementmanagement fees in an aggregate amount not to exceed the greater of $6.0 million and 1.5% of LTM EBITDA, consultingconsulting or monitoring, monitoring or refinancing, transaction, subsequent transaction exit fees, advisory fees and related costs and expenses and indemnitees in connection therewith and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event, including an initial public offering) and (ii) 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 approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all reasonable out of pocket expenses incurred Incurred by such Permitted Holder in connection with its direct or indirect investment in the Issuer and its Subsidiaries; (13) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses expenses) related to the Transactions, whether paid on the Issue Date or otherwise, including those amounts due in connection with any working capital or purchase price adjustments; (14) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); (15) the existence of, or the performance by the Issuer or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders’ equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Escrow Release Date and any similar agreement that it may enter into thereafter, including indemnities related thereto; provided, however, that the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Issue Escrow Release Date will only be permitted under this clause (15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; andrespect; (16) any purchases purchase by the Issuer’s Affiliates of Indebtedness or Disqualified Stock of the Issuer or any of its their 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) (i) investments by Affiliates in securities of the Issuer 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 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 of the Issuer or any of its 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 securities; (18) payments by the Issuer (and any Parent Entity) and its Restricted Subsidiaries pursuant to any tax sharing agreements or other equity agreements in respect of “Related Taxes” among the Issuer (and any such Parent Entity) and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Issuer and its Subsidiaries; (19) 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, contractor or consultant (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 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 Issuer in good faith; (20) employment and severance arrangements between the Issuer or its Restricted Subsidiaries and their respective officers, directors, contractors, consultants, distributors and employees in the ordinary course of business or entered into in connection with the Transactions; (21) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under Section 3.5 or entered into with any Business Successor, in each case, that the 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 Restricted Subsidiary as described in Section 3.20 and pledges of Capital Stock of Unrestricted Subsidiaries; (23) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee, and any Affiliate of the Issuer, as lessor, which is approved by a majority of the Disinterested Directors; (24) intellectual property licenses in the ordinary course of business; (25) payments to or from, and transactions with, any joint venture in the ordinary course of business or consistent with past practice (including any cash management activities related thereto); and (26) any Permitted Tax Restructuring.