Common use of Limitation on Affiliate Transactions Clause in Contracts

Limitation on Affiliate Transactions. The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate involving aggregate value in excess of $40.0 million (an “Affiliate Transaction”), unless: (1) the terms of such Affiliate Transaction are not materially less favorable to the Parent Guarantor or such Restricted Subsidiary, as the case may be, than those that could reasonably be expected to have been obtained in a comparable transaction at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or if in the good faith judgment of the Parent Guarantor’s Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction, or are otherwise fair to the Parent Guarantor or such Restricted Subsidiary from a financial point of view; and (2) the Parent Guarantor delivers to the Trustee, with respect to any Affiliate Transaction involving aggregate value in excess of $75.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction. The foregoing restrictions shall not apply to: (1) transactions to the extent between or among (a) the Parent Guarantor and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; (2) director, trustee, officer and employee compensation (including bonuses) and other benefits (including pursuant to any employment agreement or any retirement, health, stock option or other benefit plan), payments or loans (or cancellation of loans) to employees of the Parent Guarantor or its Restricted Subsidiaries and indemnification arrangements, in each case, as determined in good faith by the Parent Guarantor’s Board of Directors or senior management; (3) Permitted Investments (other than those made under clause (1) of such definition) or Restricted Payments which are made in accordance with Section 1009; (4) any agreement in effect on the Issue Date or as thereafter amended or replaced in any manner that, taken as a whole, is not materially less advantageous to the Parent Guarantor or any of its Restricted Subsidiaries, as applicable, than such agreement as it was in effect on the Issue Date; (5) any transaction with a Person (other than an Unrestricted Subsidiary of the Parent Guarantor) which would constitute an Affiliate of the Parent Guarantor solely because the Parent Guarantor or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; (6) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture; provided that in the reasonable determination of the senior management of the Parent Guarantor, such transactions are on terms not materially less favorable to the Parent Guarantor or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Parent Guarantor; (7) the issuance or sale of any Qualified Equity Interests of the Parent Guarantor and the granting of registration and other customary rights in connection therewith to, or the receipt of capital contributions from, Affiliates of the Parent Guarantor; (8) pledging of Equity Interests of Unrestricted Subsidiaries; (9) any transaction effected as part of a Permitted Factoring Transaction; (10) any transaction where the only consideration paid by the Parent Guarantor or the relevant Restricted Subsidiary is Qualified Equity Interests of the Parent Guarantor; (11) non-exclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property; (12) transactions between the Parent Guarantor or any Restricted Subsidiary and any Person, a director of which is also a director of the Parent Guarantor, and such director is the sole cause for such Person to be deemed an Affiliate of the Parent Guarantor or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Parent Guarantor on any matter involving such other Person; and (13) agreements and transactions entered into or effected in connection with the payment of Related Taxes.

Limitation on Affiliate Transactions. (a) The Parent Guarantor will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly make any payment to, or indirectly, in one transaction or a series of related transactions, 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 make or amend any transaction or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate involving aggregate value in excess of $40.0 million the Parent Guarantor (each of the foregoing, an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $10.0 million, unless: (1) the terms of such Affiliate Transaction is on terms that are not materially less favorable favorable, as determined in good faith by a responsible financial or accounting officer of the Parent Guarantor, to the Parent Guarantor or such its relevant Restricted Subsidiary, as the case may be, Subsidiary than those that could reasonably be expected to would have been obtained in a comparable transaction at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or if in the good faith judgment of the Parent Guarantor’s Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction, or are otherwise fair to by the Parent Guarantor or such Restricted Subsidiary from a financial point of viewwith an unrelated Person on an arm’s-length basis; and (2) in the Parent Guarantor delivers to the Trustee, with respect to event any Affiliate Transaction involving or series of related Affiliate Transactions involves an aggregate value in excess of $75.0 50.0 million, an Officers’ Certificate certifying that the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Parent Guarantor. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in SECTION 3.8(a)(2) if such Affiliate Transaction complies with clause is approved by a majority of the Disinterested Directors , if any. (1b) above and which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction. The foregoing restrictions SECTION 3.8(a) shall not apply to: (1) transactions any Restricted Payment permitted to the extent between be made pursuant to SECTION 3.3 or among (a) the Parent Guarantor and one or more Restricted Subsidiaries or (b) Restricted Subsidiariesany Permitted Investment; (2) directorany issuance or sale of Capital Stock, trusteeoptions, officer 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 Parent Guarantor, any Restricted Subsidiary or any Parent Entity, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee compensation benefits or consultants’ plans (including bonuses) and other benefits (including pursuant to any employment agreement or any retirementvaluation, health, stock option insurance, deferred compensation, severance, retirement, savings or other benefit plan)similar plans, payments programs or loans (arrangements) or cancellation indemnities provided on behalf of loans) to employees officers, employees, directors or consultants approved by the Board of Directors of the Parent Guarantor or its Restricted Subsidiaries and indemnification arrangementsGuarantor, in each case, as determined case in good faith by the Parent Guarantor’s Board ordinary course of Directors business or senior managementconsistent with past practice; (3) Permitted Investments (other than those made under clause (1) of such definition) any Management Advances and any waiver or Restricted Payments which are made in accordance transaction with Section 1009respect thereto; (4) (a) any agreement in effect on transaction between or among the Issue Date Parent Guarantor and any Restricted Subsidiary (or as thereafter amended or replaced in any manner that, taken entity that becomes a Restricted Subsidiary as a wholeresult of such transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Parent Guarantor and such merger, amalgamation or consolidation is not materially less advantageous to otherwise permitted under this Indenture; (5) the payment of compensation, fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies) and employee benefit and pension expenses provided on behalf of, directors, officers, contractors, consultants, distributors or employees of any Parent Entity, the Parent Guarantor or any Restricted Subsidiary (whether directly or indirectly and including through any Controlled Investment Affiliate of such directors, officers, contractors, consultants, distributors or employees); (6) the entry into and performance of obligations of the Parent Guarantor or any of its Restricted SubsidiariesSubsidiaries under the terms of any transaction arising out of, as applicableand any payments pursuant to or for purposes of funding, than such any agreement as it was or instrument in effect as of or on the Issue Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this SECTION 3.8 or to the extent not more disadvantageous to the Holders in any material respect; (57) any customary transaction effected as part of a Qualified Securitization Financing or Receivables Facility, any disposition or acquisition of Securitization Assets, Receivables Assets or related assets in connection with a Person (other than an Unrestricted Subsidiary of the Parent Guarantor) which would constitute an Affiliate of the Parent Guarantor solely because the Parent Guarantor any Qualified Securitization Financing or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such PersonReceivables Facility; (6) 8) transactions with customers, clients, joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance or consistent with the terms of the Indenture; provided that in the reasonable determination of the senior management of the Parent Guarantorpast practice, such transactions which are on terms not materially less favorable fair to the Parent Guarantor or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Parent Guarantor or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably be expected to be have been obtained in a comparable transaction at such time on from an arm’s-length basis from a Person that is not an unaffiliated party; (9) any transaction between or among the Parent Guarantor or any Restricted Subsidiary and any Affiliate of the Parent GuarantorGuarantor or an Associate or similar entity that would constitute an Affiliate Transaction solely because the Parent Guarantor or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; (710) the issuance issuances or sale sales of any Qualified Equity Interests Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor 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 to, or the receipt of capital contributions from, Affiliates of the Parent Guarantor; (8) pledging of Equity Interests of Unrestricted Subsidiaries; (9) any transaction effected as part of a Permitted Factoring Transaction; (10) any transaction where the only consideration paid by the Parent Guarantor or the relevant Restricted Subsidiary is Qualified Equity Interests of the Parent Guarantor; (11) non-exclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property; (12) transactions between the Parent Guarantor or any Restricted Subsidiary and any Person, a director of which is also a director of the Parent Guarantor, and such director is the sole cause for such Person contribution to be deemed an Affiliate capital of the Parent Guarantor or any Restricted Subsidiary; (11) the Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses) related to the Transactions; (12) transactions in which the 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 Parent Guarantor or such Restricted Subsidiary from a financial point of view or meets the requirements of SECTION 3.8(a)(1); (13) the existence of, or the performance by the Parent Guarantor 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 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 to the extent that the terms of any such director shall abstain from voting as a director amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; (14) any purchases by the Parent Guarantor’s Affiliates of Indebtedness or Disqualified Stock of the Parent Guarantor or any of the Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Parent Guarantor’s Affiliates; provided that such purchases by the Parent Guarantor’s Affiliates are on the same terms as such purchases by such Persons who are not the Parent Guarantor’s Affiliates; (15) (i) investments by Affiliates in securities of the Parent Guarantor or any matter involving 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 Personnon-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 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; (16) 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; (17) 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, contractor or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Guarantor, 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 Parent Guarantor in good faith; (18) employment and severance arrangements between the Parent Guarantor or its Restricted Subsidiaries and their respective officers, directors, contractors, consultants, distributors and employees in the ordinary course of business; (19) 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 Parent Guarantor determines in good faith is either fair to the Parent Guarantor and its Restricted Subsidiaries 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 under SECTION 3.16; provided that such transaction was note entered into in contemplation of such redesignation; (21) any Permitted Tax Restructuring; and (1322) agreements and transactions any lease entered into between the Parent Guarantor or effected in connection with any Restricted Subsidiary, as lessee, and any Affiliate of the payment Parent Guarantor, as lessor, which is approved by a majority of Related Taxesthe Disinterested Directors.

Limitation on Affiliate Transactions. The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate involving aggregate value in excess of $40.0 million (an “Affiliate Transaction”), unless: (1) unless the terms of such Affiliate Transaction are not materially less favorable to the Parent Guarantor or such Restricted Subsidiary, as the case may be, than those that could reasonably be expected to have been obtained in a comparable transaction at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or if in the good faith judgment of the Parent Guarantor’s Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction, or are otherwise fair to the Parent Guarantor or such Restricted Subsidiary from a financial point of view; and (2) the Parent Guarantor delivers to the Trustee, with respect to any Affiliate Transaction involving aggregate value in excess of $75.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction. The foregoing restrictions shall not apply to: (1) transactions to the extent between or among (a) the Parent Guarantor and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; (2) director, trustee, officer and employee compensation (including bonuses) and other benefits (including pursuant to any employment agreement or any retirement, health, stock option or other benefit plan), payments or loans (or cancellation of loans) to employees of the Parent Guarantor or its Restricted Subsidiaries and indemnification arrangements, in each case, as determined in good faith by the Parent Guarantor’s Board of Directors or senior management; (3) Permitted Investments (other than those made under clause (1) of such definition) or Restricted Payments which are made in accordance with Section 100910.09; (4) any agreement in effect on the Issue Initial Issuance Date or as thereafter amended or replaced in any manner that, taken as a whole, is not materially less advantageous to the Parent Guarantor or any of its Restricted Subsidiaries, as applicable, than such agreement as it was in effect on the Issue Initial Issuance Date; (5) any transaction with a Person (other than an Unrestricted Subsidiary of the Parent Guarantor) which would constitute an Affiliate of the Parent Guarantor solely because the Parent Guarantor or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; (6) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture; provided that in the reasonable determination of the senior management of the Parent Guarantor, such transactions are on terms not materially less favorable to the Parent Guarantor or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Parent Guarantor; (7) the issuance or sale of any Qualified Equity Interests of the Parent Guarantor and the granting of registration and other customary rights in connection therewith to, or the receipt of capital contributions from, Affiliates of the Parent Guarantor; (8) pledging of Equity Interests of Unrestricted Subsidiaries; (9) any transaction effected as part of a Permitted Factoring Transaction; (10) any transaction where the only consideration paid by the Parent Guarantor or the relevant Restricted Subsidiary is Qualified Equity Interests of the Parent Guarantor; (11) non-exclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property; (12) transactions between the Parent Guarantor or any Restricted Subsidiary and any Person, a director of which is also a director of the Parent Guarantor, and such director is the sole cause for such Person to be deemed an Affiliate of the Parent Guarantor or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Parent Guarantor on any matter involving such other Person; and (13) agreements and transactions entered into or effected in connection with the payment of Related Taxes.

Limitation on Affiliate Transactions. (a) The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, directly enter into or indirectlypermit to exist any transaction (including the purchase, in one transaction sale, lease or a series of related transactions, sell, lease, transfer or otherwise dispose exchange of any property, employee compensation arrangements or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate involving aggregate value in excess of $40.0 million the Parent Guarantor (an “Affiliate Transaction”), ) involving an aggregate amount in excess of US$1.0 million (or the U.S. Dollar Equivalent thereof) unless: (1) the terms of such the Affiliate Transaction are not materially no less favorable to the Parent Guarantor or such Restricted Subsidiary, as the case may be, Subsidiary than those that could reasonably be expected to have been obtained in a comparable transaction at the time of such transaction the Affiliate Transaction in arm’s-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an aggregate amount in excess of US$5.0 million (or the U.S. Dollar Equivalent thereof), or if the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Parent Guarantor disinterested with respect to such Affiliate Transaction have determined in good faith judgment that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a Board Resolution of the Board of Directors of the Parent Guarantor’s ; and (3) if such Affiliate Transaction involves an aggregate amount in excess of US$10.0 million (or the U.S. Dollar Equivalent thereof), or if no such disinterested directors referred to in clause (2) exist, the Board of Directors no comparable transaction is available with which of the Parent Guarantor shall also have received a written opinion from an Independent Qualified Party to compare the effect that such Affiliate TransactionTransaction is fair, or are otherwise fair from a financial standpoint, to the Parent Guarantor and its Restricted Subsidiaries or such Restricted Subsidiary from a financial point of view; and (2) is not less favorable to the Parent Guarantor delivers and its Restricted Subsidiaries than could reasonably be expected to be obtained at the Trustee, time in an arm’s-length transaction with respect to any Affiliate Transaction involving aggregate value in excess a Person who was not an Affiliate: (b) The provisions of $75.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1Section 4.12(a) above and which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction. The foregoing restrictions shall will not apply toprohibit: (1) transactions to the extent between or among (a) the Parent Guarantor and one or more Restricted Subsidiaries or (b) and/or its Restricted Subsidiaries; (2) director, trustee, officer any Permitted Investment and employee compensation (including bonuses) and other benefits (including any Restricted Payment permitted to be made pursuant to Section 4.04; (3) any employment agreement, indemnification agreement, consulting, service or termination agreement or similar arrangement, or any retirementissuance of securities, healthor other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option options and stock ownership plans, or other employee or compensation benefit plan), payments in each case approved by the Board of Directors of the Parent Guarantor; (4) the payment of reasonable fees to directors or loans (or cancellation managers, as applicable, of loans) to the Parent and its Restricted Subsidiaries who are not employees of the Parent Guarantor or its Restricted Subsidiaries and the payment of customary indemnification arrangementsto directors, in each casemanagers, as determined in good faith by the Parent Guarantor’s Board officers and employees of Directors or senior management; (3) Permitted Investments (other than those made under clause (1) of such definition) or Restricted Payments which are made in accordance with Section 1009; (4) any agreement in effect on the Issue Date or as thereafter amended or replaced in any manner that, taken as a whole, is not materially less advantageous to the Parent Guarantor or any of and its Restricted Subsidiaries, as applicable, than such agreement as it was in effect on the Issue Date; (5) any transaction with a Person (other than an Unrestricted Subsidiary of the Parent GuarantorIssuer) which would constitute an Affiliate of the Parent Guarantor Transaction solely because the Parent Guarantor or a Restricted Subsidiary owns an Equity Interest equity interest in or otherwise controls such Person; (6) transactions with customersany grant, clients, suppliers, issuance or purchasers or sellers sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture; provided that in the reasonable determination of the senior management of the Parent Guarantor, such transactions are on terms not materially less favorable to the Parent Guarantor or the relevant Restricted Subsidiary any Equity Interest (other than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate Disqualified Stock) of the Parent Guarantor; (7) any contributions to the issuance or sale of any Qualified Equity Interests of the Parent Guarantor and the granting of registration and other customary rights in connection therewith to, or the receipt of common equity capital contributions from, Affiliates of the Parent Guarantor; (8) pledging of Equity Interests of Unrestricted Subsidiaries; (9) any transaction effected as part of a Permitted Factoring Transaction; (10) any transaction where the only consideration paid by the Parent Guarantor or the relevant Restricted Subsidiary is Qualified Equity Interests of the Parent Guarantor; (11) non-exclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property; (12) transactions between the Parent Guarantor or any Restricted Subsidiary and any Person, a director of which is also a director of the Parent Guarantor, and such director is the sole cause for such Person to be deemed an Affiliate of the Parent Guarantor or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Parent Guarantor on any matter involving such other Person; and (13) agreements 8) transactions pursuant to, or contemplated by, any agreement in effect on the Issue Date and transactions entered into pursuant to any amendment, modification or effected extension to such agreement, so long as such amendment, modification or extension, taken as a whole, is not materially more disadvantageous to the Holders of the Notes than the original agreement as in connection with effect on the payment of Related TaxesIssue Date.

Limitation on Affiliate Transactions. The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate involving aggregate value in excess of $40.0 million (an “Affiliate Transaction”), unless: (1) the terms of such Affiliate Transaction are not materially less favorable to the Parent Guarantor or such Restricted Subsidiary, as the case may be, than those that could reasonably be expected to have been obtained in a comparable transaction at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or if in the good faith judgment of the Parent Guarantor’s Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction, or are otherwise fair to the Parent Guarantor or such Restricted Subsidiary from a financial point of view; and (2) the Parent Guarantor delivers to the Trustee, with respect to any Affiliate Transaction involving aggregate value in excess of $75.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction. The foregoing restrictions shall not apply to: (1) transactions to the extent between or among (a) the Parent Guarantor and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; (2) director, trustee, officer and employee compensation (including bonuses) and other benefits (including pursuant to any employment agreement or any retirement, health, stock option or other benefit plan), payments or loans (or cancellation of loans) to employees of the Parent Guarantor or its Restricted Subsidiaries and indemnification arrangements, in each case, as determined in good faith by the Parent Guarantor’s Board of Directors or senior management; (3) Permitted Investments (other than those made under clause (1) of such definition) or Restricted Payments which are made in accordance with Section 1009; (4) any agreement in effect on the Issue Initial Issuance Date or as thereafter amended or replaced in any manner that, taken as a whole, is not materially less advantageous to the Parent Guarantor or any of its Restricted Subsidiaries, as applicable, than such agreement as it was in effect on the Issue Initial Issuance Date; (5) any transaction with a Person (other than an Unrestricted Subsidiary of the Parent Guarantor) which would constitute an Affiliate of the Parent Guarantor solely because the Parent Guarantor or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; (6) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture; provided that in the reasonable determination of the senior management of the Parent Guarantor, such transactions are on terms not materially less favorable to the Parent Guarantor or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Parent Guarantor; (7) the issuance or sale of any Qualified Equity Interests of the Parent Guarantor and the granting of registration and other customary rights in connection therewith to, or the receipt of capital contributions from, Affiliates of the Parent Guarantor; (8) pledging of Equity Interests of Unrestricted Subsidiaries; (9) any transaction effected as part of a Permitted Factoring Transaction; (10) any transaction where the only consideration paid by the Parent Guarantor or the relevant Restricted Subsidiary is Qualified Equity Interests of the Parent Guarantor; (11) non-exclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property; (12) transactions between the Parent Guarantor or any Restricted Subsidiary and any Person, a director of which is also a director of the Parent Guarantor, and such director is the sole cause for such Person to be deemed an Affiliate of the Parent Guarantor or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Parent Guarantor on any matter involving such other Person; and (13) agreements and transactions entered into or effected in connection with the payment of Related Taxes.

Limitation on Affiliate Transactions. (a) The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, in one enter into, make, amend or conduct any transaction (including making a payment to, the purchase, sale, lease or a series of related transactions, sell, lease, transfer or otherwise dispose exchange of any property or the rendering of its assets toany service), or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance agreement or guarantee with, understanding with or for the benefit of, of any Affiliate involving aggregate value of the Parent Guarantor in excess of $40.0 5.0 million (an “Affiliate Transaction”), ) unless: (1) the terms of such Affiliate Transaction are not materially less favorable to the Parent Guarantor or such Restricted Subsidiary, as the case may be, than those that could reasonably be expected to have been be obtained in a comparable transaction at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or if in the good faith judgment of the Parent Guarantor’s Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction, or are otherwise fair to the Parent Guarantor or such Restricted Subsidiary from a financial point of view; and (2) either: (A) if such Affiliate Transaction involves an aggregate consideration in excess of $20.0 million but not greater than $50.0 million, the Parent Guarantor delivers to the Trustee, with respect to any Affiliate Transaction involving aggregate value in excess of $75.0 million, Trustee an Officers’ Certificate certifying that such Affiliate Transaction complies with satisfies the criteria in clause (1) above and which sets forth and authenticates above; or (B) if such Affiliate Transaction involves an aggregate consideration in excess of $50.0 million, the Parent Guarantor delivers to the Trustee a resolution that has been Board Resolution adopted by a majority of the Independent members of the Board of Directors of the Parent Guarantor having no personal stake in such transaction approving the terms of such transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction. The foregoing restrictions shall Transaction satisfies the criteria in clause (1) above. (b) Section 3.8(a) will not apply to: (1) transactions any Restricted Payment permitted to the extent between be made pursuant to Section 3.3 or among (a) the Parent Guarantor and one or more Restricted Subsidiaries or (b) Restricted Subsidiariesany Permitted Investment; (2) directorany issuance of Capital Stock (other than Disqualified Stock), trusteeor other payments, officer and employee compensation awards or grants in cash, Capital Stock (including bonusesother than Disqualified Stock) or otherwise pursuant to, or the funding of, employment or severance agreements and other benefits compensation arrangements, options to purchase Capital Stock (including pursuant to any employment agreement or any retirement, health, stock option or other benefit plan), payments or loans (or cancellation of loansthan Disqualified Stock) to employees of the Parent Guarantor Guarantor, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or its Restricted Subsidiaries similar employee benefits plans and/or insurance and indemnification arrangements, in each case, as determined in good faith arrangements provided to or for the benefit of directors and employees approved by the Parent Guarantor’s Board of Directors or senior managementproperly designated committee of the Board of Directors of the Parent Guarantor; (3) Permitted Investments (other than those made under clause (1) loans or advances to employees, officers or directors in the ordinary course of such definition) or Restricted Payments which are made in accordance with Section 1009; (4) any agreement in effect on the Issue Date or as thereafter amended or replaced in any manner that, taken as a whole, is not materially less advantageous to business of the Parent Guarantor or any of its Restricted Subsidiaries; (4) advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business of the Parent Guarantor or any of its Restricted Subsidiaries; (5) any transaction between the Parent Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries, and guarantees issued by the Parent Guarantor or a Restricted Subsidiary for the benefit of the Parent Guarantor or a Restricted Subsidiary, as applicablethe case may be, in accordance with Section 3.2; (6) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Parent Guarantor or a Restricted Subsidiary owns, directly or indirectly, an Equity Interest in or otherwise controls such joint venture or similar entity; (7) the issuance or sale of any Capital Stock (other than such Disqualified Stock) of the Parent Guarantor to an Affiliate, or the receipt by the Parent Guarantor of any capital contribution from its shareholders; (8) indemnities of officers, directors and employees of the Parent Guarantor or any of its Restricted Subsidiaries permitted by bylaw or statutory provisions and any employment agreement or other employee compensation plan or arrangement entered into in the ordinary course of business by the Parent Guarantor or any of its Restricted Subsidiaries; (9) the payment of reasonable compensation and fees paid to, and indemnity provided on behalf of, officers or directors of the Parent Guarantor or any Restricted Subsidiary; (10) the performance of obligations of the Parent Guarantor or any of its Restricted Subsidiaries under the terms of any agreement to which the Parent Guarantor or any of its Restricted Subsidiaries is a party as it was of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date will be permitted only to the extent that its terms are not materially more disadvantageous, taken as a whole, to the Holders than the terms of the agreements in effect on the Issue Date; (5) any transaction with a Person (other than an Unrestricted Subsidiary of the Parent Guarantor) which would constitute an Affiliate of the Parent Guarantor solely because the Parent Guarantor or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; (611) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the this Indenture; , provided that in the reasonable determination of the Board of Directors of the Parent Guarantor or the senior management of the Parent Guarantor, such transactions are on terms not materially less favorable to the Parent Guarantor or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Parent Guarantor; (712) the issuance or sale of any Qualified Equity Interests transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Parent Guarantor and the granting of registration and other customary rights in connection therewith to, or the receipt of capital contributions from, Affiliates of solely because the Parent GuarantorGuarantor owns, directly or through a Restricted Subsidiary, an Equity Interest in such Person; (8) pledging of Equity Interests of Unrestricted Subsidiaries; (9) any transaction effected as part of a Permitted Factoring Transaction; (10) any transaction where the only consideration paid by the Parent Guarantor or the relevant Restricted Subsidiary is Qualified Equity Interests of the Parent Guarantor; (11) non-exclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property; (1213) transactions between the Parent Guarantor or any Restricted Subsidiary and any Person, a director of which is also a director of the Parent Guarantor or any direct or indirect parent of the Parent Guarantor, and such director is the sole cause for such Person to be deemed an Affiliate of the Parent Guarantor or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Parent Guarantor or such direct or indirect parent, as the case may be, on any matter involving such other Person; and (1314) agreements and transactions entered into any transaction or effected in connection with arrangement contemplated or required by the payment of Related TaxesApproved Plan.

Limitation on Affiliate Transactions. (a) The Company and Parent Guarantor will not, and will not permit any of its the Restricted Subsidiaries of Parent to, directly make any payment to, or indirectly, in one transaction or a series of related transactions, 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 make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate involving aggregate value in excess of $40.0 million the Company or Parent (each, an “Affiliate Transaction”), unless: (1) the terms of such Affiliate Transaction is on terms that are not materially less favorable to the Company, Parent Guarantor or such the relevant Restricted Subsidiary, as the case may be, Subsidiary than those that could reasonably be expected to would have been obtained in a comparable transaction at by the time of Company, Parent or such transaction in Restricted Subsidiary with an unrelated Person on an arm’s-length dealings with a Person who is not such an Affiliatebasis or, or if in the good faith judgment of the Parent Guarantor’s Board of Directors of Parent no comparable transaction is available with which to compare such Affiliate Transaction, or are such Affiliate Transaction is otherwise fair to the Parent Guarantor Company or such the relevant Restricted Subsidiary from a financial point of view; and (2) the Parent Guarantor delivers to the Trustee, : (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value consideration in excess of $75.0 10.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and which sets forth and authenticates of this Section 3.08(a); and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, a resolution of the Board of Directors of Parent set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been adopted approved by a majority of the Independent disinterested members of the Board of Directors approving such of Parent. (b) The following items will not be deemed to be Affiliate Transaction. The foregoing restrictions shall Transactions and, therefore, will not apply to:be subject to the provisions of Section 3.08(a): (1) transactions payment of reasonable fees, compensation, expenses, bonus, separation or severance to employees, officers or directors (including indemnification to the fullest extent between permitted by applicable law, directors’ and officers’ insurance and similar arrangements, employment contracts, non-competition and confidentiality agreements and similar instruments or among (apayments) in the Parent Guarantor and one or more Restricted Subsidiaries or (b) Restricted Subsidiariesordinary course of business; (2) directormaintenance in the ordinary course of business of reasonable benefit programs or arrangements for employees, trusteeofficers or directors, officer including vacation plans, health and employee life insurance plans, SERPs, split-dollar life insurance plans, deferred compensation (including bonuses) and other benefits (including pursuant to any employment agreement plans, retirement or any retirement, healthsavings plans, stock option plans, stock ownership or purchase plans or any other benefit plan), payments similar arrangements or loans (or cancellation of loans) to employees of the Parent Guarantor or its Restricted Subsidiaries and indemnification arrangements, in each case, as determined in good faith by the Parent Guarantor’s Board of Directors or senior managementplans; (3) Permitted Investments (other than those made under clause (1) transactions between or among the Company, Parent and/or the Restricted Subsidiaries of such definition) or Restricted Payments which are made in accordance with Section 1009Parent; (4) any agreement in effect on the Issue Date or as thereafter amended or replaced in any manner that, taken as a whole, is not materially less advantageous to the Parent Guarantor or any of its Restricted Subsidiaries, as applicable, than such agreement as it was in effect on the Issue Date; (5) any transaction transactions with a Person (other than an Unrestricted Subsidiary of the Parent GuarantorParent) which would constitute that is an Affiliate of the Company or Parent Guarantor solely because the Company or Parent Guarantor owns, directly or through a Restricted Subsidiary owns of Parent, an Equity Interest in in, or otherwise controls controls, such Person; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company or Parent to, and any contributions to the common equity capital of the Company or Parent from, Affiliates of the Company or Parent and the granting of registration rights in connection with such issuance; (6) Restricted Payments that are permitted under Section 3.03 and Permitted Investments; (7) any transaction pursuant to any agreement in existence on the date of this Indenture or any amendment or replacement thereof that, taken in its entirety, is not materially less favorable to the Company, Parent and the Restricted Subsidiaries of Parent than the agreement as in effect on the date of this Indenture; (8) loans or advances to directors, officers and employees of the Company, Parent and the Restricted Subsidiaries of Parent (a) made in the ordinary course of business of the Company, Parent or any Restricted Subsidiary of Parent in an aggregate principal amount not to exceed $5.0 million at any one time outstanding or (b) to finance the purchase by such person of Capital Stock of Parent or any of the Restricted Subsidiaries of Parent; provided that the aggregate amount of loans or advances made pursuant to clause (b) shall not exceed $1.0 million in any twelve-month period; (9) any tax sharing agreement or arrangement and payments pursuant thereto among Parent and its Subsidiaries and any other Person with which Parent or its Subsidiaries is required or permitted to file a consolidated, combined or unitary tax return or with which Parent or any of its Subsidiaries is or could be part of a consolidated, combined or unitary group for tax purposes; (10) transactions with customers, clients, suppliers, lessors, landlords, contractors or purchasers or sellers of goods or servicesgoods, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenturebusiness; provided that as determined in good faith by the reasonable determination Board of the senior management Directors or Senior Management of the Parent GuarantorParent, such transactions are on terms that are not materially less favorable favorable, taken as a whole, to the Parent Guarantor or the relevant Restricted Subsidiary than those that could reasonably be expected to be would have been obtained in a comparable transaction at by Parent or such time on Restricted Subsidiary with an arm’s-length basis from a Person that is not an Affiliate of the Parent Guarantorunaffiliated Person; (711) any transaction in which the issuance Company, Parent or sale any of the Restricted Subsidiaries of Parent, as the case may be, delivers to the Trustee a letter from an accounting, appraisal, advisory or investment banking firm of national standing stating that such transaction is fair to the Company, Parent or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of Section 3.08(a)(1) hereof; (12) any Qualified Affiliate Transaction with a Person in its capacity as a holder of Indebtedness or Capital Stock of the Company, Parent or any Restricted Subsidiary of Parent if such Person is treated no more favorably than the other holders of Indebtedness or Capital Stock of the Company or such Restricted Subsidiary; (13) pledges of Equity Interests of Unrestricted Subsidiaries for the Parent Guarantor and the granting benefit of registration and lenders or other customary rights in connection therewith to, or the receipt of capital contributions from, Affiliates of the Parent Guarantor; (8) pledging of Equity Interests creditors of Unrestricted Subsidiaries; (9) any transaction effected as part of a Permitted Factoring Transaction; (10) any transaction where the only consideration paid by the Parent Guarantor or the relevant Restricted Subsidiary is Qualified Equity Interests of the Parent Guarantor; (11) non-exclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property; (1214) transactions between the Company or Parent Guarantor or any of the Restricted Subsidiary Subsidiaries and any Person, a Person that would not otherwise constitute an Affiliate Transaction except for the fact that one director of which such other Person is also a director of the Company, Parent Guarantor, and or such director is the sole cause for such Person to be deemed an Affiliate of the Parent Guarantor or any Restricted Subsidiary, as applicable; provided, however, that such director shall abstain abstains from voting as a director of the Company, Parent Guarantor or such Restricted Subsidiary, as applicable, on any matter involving such other Person; and (1315) agreements any agreement between any Person and transactions an Affiliate of such Person existing at the time such Person is acquired by or merged or consolidated with or into Parent, the Company or a Restricted Subsidiary, as such agreement may be amended, modified, supplemented, extended or renewed from time to time; provided that such agreement was not entered into contemplation of such acquisition, merger or effected consolidation, and so long as any such amendment, modification, supplement, extension or renewal, when taken as a whole, is not more disadvantageous to the holders of the Notes in connection with any material respect, than the payment applicable agreement as in effect on the date of Related Taxessuch acquisition, merger or consolidation.

Limitation on Affiliate Transactions. The Parent Guarantor will Mediacom Broadband LLC shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, engage in one any transaction (or a series of related transactions) involving in the aggregate $5,000,000 or more with any Affiliate unless such transaction (or series of related transactions) shall have been approved pursuant to a Committee Resolution rendered in good faith by the Executive Committee or, sellif applicable, leasea committee comprising the disinterested members of the Executive Committee, transfer which approval in each case shall be conclusive, to the effect that such transaction (or otherwise dispose series of related transactions) is (a) in the best interest of Mediacom Broadband LLC or such Restricted Subsidiary and (b) upon terms which would be obtainable by Mediacom Broadband LLC or such Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate, except that the foregoing shall not apply in the case of any of its assets to, or purchase the following transactions (the "Specified Affiliate Transactions"): (i) the making of any assets from, or enter into Restricted Payment (including the making of any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate involving aggregate value in excess of $40.0 million (an “Affiliate Transaction”), unless: Restricted Payment that is permitted pursuant to subclauses (1) through (14) of clause (b) of Section 1007); (ii) any transaction or series of transactions between Mediacom Broadband LLC and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries; (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of, and indemnity provided on behalf of, officers, members, directors and employees of Mediacom Broadband LLC or any Restricted Subsidiary, and management, consulting or advisory fees and reimbursements of expenses and indemnity in each case so long as the Executive Committee in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; (iv) any payments for goods or services purchased in the ordinary course of business, upon terms which would be obtainable by Mediacom Broadband LLC or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate; (v) any transaction pursuant to any agreement with any Affiliate in effect on the Issue Date (including, but not limited to, the Management Agreements, the Operating Agreement and other agreements relating to the payment of management fees, acquisi- tion fees and expense reimbursements), including any amendments thereto entered into after the Issue Date, provided that the terms of any such amendment are not less favorable to Mediacom Broadband LLC than the terms of the relevant agreement in effect prior to any such amendment, as determined in good faith by the Executive Committee; and (vi) any transaction or series of transactions between Mediacom Broadband LLC or any of its Restricted Subsidiaries, on the one hand, and Mediacom Communications or any of its direct or indirect Subsidiaries, on the other hand, which relate to (a) the sharing of centralized services, personnel, facilities, headends and plant, (b) the joint procurement of goods and services, (c) the allocation of costs and expenses (other than taxes based on income) and (d) matters reasonably related to any of the foregoing, in each case, which are undertaken pursuant to an established plan of Mediacom Communications the primary purpose of which is to result in cost savings and related synergies for Mediacom Broadband LLC, its Restricted Subsidiaries, Mediacom Communications and each of Mediacom Communications' other direct or indirect Subsidiaries involved in such transaction or series of transactions; provided that, in the case of this clause (vi), such plan shall have been approved pursuant to a Committee Resolution, rendered in good faith by the Executive Committee, which approval in each case shall be conclusive, to the effect that such plan is in the best interest of Mediacom Broadband LLC or such Restricted Subsidiary; and provided, further, that such transaction or series of related transactions is fair and reasonable to Mediacom Broadband LLC or such Restricted Subsidiary, on the one hand, and to Mediacom Communications and each such other Subsidiary of Mediacom Communications, on the other hand. Except in the case of a Specified Affiliate Transaction, Mediacom Broadband LLC shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, engage in any transaction (or series of related transactions) involving in the aggregate (y) $25,000,000 or more in all instances except in the case of Asset Sales or Asset Swaps and (z) $50,000,000 or more in the case of any Asset Sale or Asset Swap, in each case, with any Affiliate unless (i) such transaction (or series of related transactions) shall have been approved pursuant to a Committee Resolution rendered in good faith by the Executive Committee or, if applicable, a committee comprising the disinterested members of the Executive Committee to the effect set forth in clauses (a) and (b) above; and (ii) Mediacom Broadband LLC shall have received an opinion from an independent nationally recognized accounting, appraisal or investment banking firm experienced in the review of similar types of transactions stating that the terms of such Affiliate Transaction transaction (or series of related transactions) are not materially less favorable fair to the Parent Guarantor Mediacom Broadband LLC or such Restricted Subsidiary, as the case may be, than those that could reasonably be expected to have been obtained in a comparable transaction at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or if in the good faith judgment of the Parent Guarantor’s Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction, or are otherwise fair to the Parent Guarantor or such Restricted Subsidiary from a financial point of view; and . Notwithstanding the foregoing, any transaction (2or series of related transactions) the Parent Guarantor delivers to the Trustee, entered into by Mediacom Broadband LLC or any Restricted Subsidiary with respect to any Affiliate Transaction involving aggregate value in excess without complying with the foregoing provisions of $75.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction. The foregoing restrictions this Section 1009 shall not apply to: (1) transactions constitute a violation of the provisions of this Section 1009 if Mediacom Broadband LLC or such Restricted Subsidiary would be permitted to the extent between or among make a Restricted Payment pursuant to paragraph (a) of Section 1007 at the Parent Guarantor and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; (2) director, trustee, officer and employee compensation (including bonuses) and other benefits (including pursuant to any employment agreement or any retirement, health, stock option or other benefit plan), payments or loans time of the completion of such transaction (or cancellation series of loansrelated transactions) in an amount equal to employees the fair market value of the Parent Guarantor such transaction (or its Restricted Subsidiaries and indemnification arrangements, in each caseseries of related transactions), as determined in good faith by the Parent Guarantor’s Board Executive Committee, whose determination shall be conclusive and evidenced by a Committee Resolution. In such a case, Mediacom Broadband LLC or such Restricted Subsidiary, as the case may be, shall be deemed to have made a Restricted Payment for purposes of Directors or senior management; (3) Permitted Investments (other than those made under the calculation of Restricted Payments pursuant to clause (1iii) of such definitionparagraph (a) or Restricted Payments which are made in accordance with of Section 1009; (4) any agreement in effect on the Issue Date or as thereafter amended or replaced in any manner that, taken as a whole, is not materially less advantageous to the Parent Guarantor or any of its Restricted Subsidiaries, as applicable, than such agreement as it was in effect on the Issue Date; (5) any transaction with a Person (other than an Unrestricted Subsidiary of the Parent Guarantor) which would constitute an Affiliate of the Parent Guarantor solely because the Parent Guarantor or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; (6) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture; provided that in the reasonable determination of the senior management of the Parent Guarantor, such transactions are on terms not materially less favorable to the Parent Guarantor or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Parent Guarantor; (7) the issuance or sale of any Qualified Equity Interests of the Parent Guarantor and the granting of registration and other customary rights in connection therewith to, or the receipt of capital contributions from, Affiliates of the Parent Guarantor; (8) pledging of Equity Interests of Unrestricted Subsidiaries; (9) any transaction effected as part of a Permitted Factoring Transaction; (10) any transaction where the only consideration paid by the Parent Guarantor or the relevant Restricted Subsidiary is Qualified Equity Interests of the Parent Guarantor; (11) non-exclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property; (12) transactions between the Parent Guarantor or any Restricted Subsidiary and any Person, a director of which is also a director of the Parent Guarantor, and such director is the sole cause for such Person to be deemed an Affiliate of the Parent Guarantor or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Parent Guarantor on any matter involving such other Person; and (13) agreements and transactions entered into or effected in connection with the payment of Related Taxes1007.

Limitation on Affiliate Transactions. (a) The Parent Guarantor Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, in one transaction make any payment to, or a series of related transactions, 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 make or amend any transaction or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate involving aggregate value of the Issuer with a Fair Market Value in excess of the greater of $40.0 10.0 million or 10% of Trailing Consolidated EBITDA (each, an “Affiliate Transaction”), unless: (1) the terms of such Affiliate Transaction is on terms that are not materially less favorable to the Parent Guarantor 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 the greater of $20.0 million and 40% of Trailing Consolidated EBITDA, 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 reasonably be expected to have been obtained in a comparable transaction at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or if in the good faith judgment of the Parent Guarantor’s Board of Directors no comparable transaction is available with which to compare approving such Affiliate Transaction, or are otherwise fair to the Parent Guarantor or such Restricted Subsidiary from a financial point of view; and (2) the Parent Guarantor delivers to the Trustee, with respect to any Affiliate Transaction involving aggregate value and set forth in excess of $75.0 million, an Officers’ Officer’s Certificate certifying that such Affiliate Transaction complies with clause this Section 3.8. (1b) above and which sets forth and authenticates a resolution that has been adopted by The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the Independent Directors approving such Affiliate Transaction. The foregoing restrictions shall not apply toprovisions of this Section 3.8: (1) transactions to any employment 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 similar agreement, plan or arrangement (including director compensation), in each case entered into by the extent between Issuer or among (a) the Parent Guarantor and one or more any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto and any indemnification agreement or (b) Restricted director and officer insurance arrangement that any of them may enter into with any director or officer of the Issuer or any of its Subsidiaries or with the Issuer or any of its Subsidiaries for the benefit of any director or officer of the Issuer or any of its Subsidiaries; (2) director, trustee, officer and employee compensation (including bonuses) and other benefits (including pursuant to any employment agreement transactions solely between or any retirement, health, stock option or other benefit plan), payments or loans (or cancellation of loans) to employees of among the Parent Guarantor or Issuer and/or its Restricted Subsidiaries and indemnification arrangements, in each case, as determined in good faith by the Parent Guarantor’s Board of Directors or senior management(other than any Existing Digital Assets Subsidiary); (3) Permitted Investments transactions with a Person (other than those made under clause (1any Existing Digital Assets Subsidiary or an Unrestricted Subsidiary of the Issuer that is an Affiliate of the Issuer) of solely because the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such definition) or Restricted Payments which are made in accordance with Section 1009Person; (4) any agreement in effect on the Issue Date or as thereafter amended or replaced in any manner thatpayment of reasonable directors’ fees and reasonable compensation to officers, taken as a whole, is not materially less advantageous to the Parent Guarantor or any of its Restricted Subsidiaries, as applicable, than such agreement as it was in effect on the Issue Dateemployees and consultants; (5) any transaction with a Person issuance of Equity Interests (other than an Unrestricted Subsidiary Disqualified Stock) of the Parent Guarantor) which would constitute an Affiliate Issuer to Affiliates, directors, officers or employees of the Parent Guarantor solely because Issuer or any of its Restricted Subsidiaries or to holders of Equity Interests in the Parent Guarantor or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such PersonIssuer; (6) (i) obligations that are permitted by Section 3.2; (ii) Restricted Payments that are permitted by Section 3.3 and entering into all agreements and arrangements that relate to such Restricted Payments; or (iii) Permitted Investments; (7) loans and advances paid to officers, directors, consultants, managers or employees of the Issuer or any of its Restricted Subsidiaries in an amount not to exceed $5.0 million in the aggregate at any one time outstanding; (8) transactions with Affiliates that are customers, clients, 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 business and otherwise in compliance with the terms of this Indenture, and which are fair to the Indenture; provided that Issuer or any of its Restricted Subsidiaries, as applicable, in the reasonable determination of the senior management of the Parent GuarantorIssuer or such Restricted Subsidiaries, such transactions as applicable, or are on terms that, taken as a whole, are materially not materially less favorable to the Parent Guarantor Issuer or the relevant such Restricted Subsidiary than those that could reasonably be expected obtained, at the time of such transaction or, if such transaction is pursuant to be obtained a written agreement, at the time of the execution of the agreement providing therefor, in a comparable transaction at such time on an arm’s-length basis from transaction with a Person that is not an Affiliate; (9) transactions permitted by Section 4.1; (10) transactions between the Issuer or any of its Restricted Subsidiaries and any Person that is an Affiliate of the Parent GuarantorIssuer or any of its Restricted Subsidiaries solely because a director of such Person is also a director of the Issuer; provided, however, that such director abstains from voting as a director on any matter involving such other Person; (711) transactions with any Person solely in its capacity as a holder of Indebtedness or Capital Stock of the issuance Issuer or sale any of its Restricted Subsidiaries if such transaction provides for equal treatment of such Person and all other holders, in their capacity as holders, of the same series of such Indebtedness or of the same class of such Capital 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 Qualified Equity Interests of the Parent Guarantor and 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 to, or with the receipt of capital contributions from, Affiliates of the Parent Guarantor; (8) pledging issuance of Equity Interests or other securities by the Issuer or any of Unrestricted its Restricted Subsidiaries; (915) transactions pursuant to agreements or arrangements to be in effect on the Issue Date, 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 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 Issuer; (16) employment and severance or termination arrangements between the Issuer, any Restricted Subsidiary or the Parent Entity and any of the Issuer’s 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; (17) any transaction effected as part of a Permitted Factoring TransactionQualified 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; (1018) any transaction where the only consideration paid by Transactions and the Parent Guarantor or payment of all costs and expenses (including all legal, accounting and other professional fees and expenses) related to the relevant Restricted Subsidiary is Qualified Equity Interests of the Parent GuarantorTransactions; (1119) non-exclusive licenses of patentstransactions with Existing Digital Assets Subsidiaries, copyrights, trademarks, trade secrets and other intellectual propertyjoint ventures or Unrestricted Subsidiaries that are Permitted Investments; (1220) intercompany transactions between undertaken in good faith for the Parent Guarantor or any Restricted Subsidiary and any Person, a director purpose of which is also a director improving the consolidated tax efficiency of the Parent GuarantorIssuer and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; provided that, after giving effect to any such transactions, the Guarantees and such director is the sole cause for such Person to security interests of the Holders in the Collateral, taken as a whole, would not be deemed adversely impaired in any material respect; and (21) any merger, consolidation, or reorganization of the Issuer with an Affiliate of the Parent Guarantor Issuer and solely for purpose of (i) forming or collapsing a holding company structure or (ii) reincorporating the Issuer in a new jurisdiction; provided that, after giving effect to any Restricted Subsidiary; providedsuch transactions, howeverthe Guarantees and the security interests of the Holders in the Collateral, that such director shall abstain from voting taken as a director of the Parent Guarantor on whole, would not be adversely impaired in any matter involving such other Person; and (13) agreements and transactions entered into or effected in connection with the payment of Related Taxesmaterial respect.

Limitation on Affiliate Transactions. The Parent Guarantor Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, in one transaction make any payment to, or a series of related transactions, 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 make or amend any transaction or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate involving aggregate value of the Issuer with a Fair Market Value in excess of $40.0 5.0 million (each, an “Affiliate Transaction”), unless: (1) the terms of such Affiliate Transaction is on terms that are not materially less favorable to the Parent Guarantor Issuer or such the relevant Restricted Subsidiary, as the case may be, Subsidiary than those that could reasonably be expected to have been obtained in a comparable arm’s length transaction at by the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or if in the good faith judgment of the Parent Guarantor’s Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction, or are otherwise fair to the Parent Guarantor Issuer or such Restricted Subsidiary from a financial point of viewwith an unaffiliated Person; and (2) the Parent Guarantor delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value consideration in excess of $75.0 35.0 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the Board of Directors of the Issuer, including a majority of the disinterested members of the Board of Directors of the Issuer, if any, approving such Affiliate Transaction and set forth in an Officers’ Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above and which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transactionthis Section 3.8. The foregoing restrictions shall following items will not apply tobe deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph: (1) any employment 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 similar agreement, plan or arrangement (including director compensation), in each case entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto; (2) transactions to the extent solely between or among (a) the Parent Guarantor and one or more Restricted Subsidiaries or (b) Issuer and/or its Restricted Subsidiaries; (2) director, trustee, officer and employee compensation (including bonuses) and other benefits (including pursuant to any employment agreement or any retirement, health, stock option or other benefit plan), payments or loans (or cancellation of loans) to employees of the Parent Guarantor or its Restricted Subsidiaries and indemnification arrangements, in each case, as determined in good faith by the Parent Guarantor’s Board of Directors or senior management; (3) Permitted Investments (other than those made under clause (1) of such definition) or Restricted Payments which are made in accordance with Section 1009; (4) any agreement in effect on the Issue Date or as thereafter amended or replaced in any manner that, taken as a whole, is not materially less advantageous to the Parent Guarantor or any of its Restricted Subsidiaries, as applicable, than such agreement as it was in effect on the Issue Date; (5) any transaction transactions with a Person (other than an Unrestricted Subsidiary of the Parent GuarantorSubsidiary) which would constitute that is an Affiliate of the Parent Guarantor Issuer solely because the Parent Guarantor Issuer owns, directly or through a Restricted Subsidiary owns Subsidiary, an Equity Interest in in, or otherwise controls 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 the Issuer to Affiliates, directors, officers or employees of the Issuer or any of its Restricted Subsidiaries or to holders of Equity Interests in the Issuer; (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 the Issuer or any of its Restricted Subsidiaries in an amount not to exceed $5.0 million in the aggregate at any one time outstanding; (8) transactions with Affiliates that are customers, clients, 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 business and otherwise in compliance with the terms of this Indenture, and which are fair to the Indenture; provided that Issuer or any of its Restricted Subsidiaries, as applicable, in the reasonable determination of the senior management of the Parent GuarantorIssuer or such Restricted Subsidiaries, such transactions as applicable, or are on terms that, taken as a whole, are materially not materially less favorable to the Parent Guarantor Issuer or the relevant such Restricted Subsidiary than those that could reasonably be expected obtained, at the time of such transaction or, if such transaction is pursuant to be obtained a written agreement, at the time of the execution of the agreement providing therefor, in a comparable transaction at such time on an arm’s-length basis from transaction with a Person that is not an Affiliate; (9) transactions permitted by Section 4.1; (10) transactions between the Issuer or any of its Restricted Subsidiaries and any Person that is an Affiliate of the Parent GuarantorIssuer or any of its Restricted Subsidiaries solely because a director of such Person is also a director of the Issuer; provided, however, that such director abstains from voting as a director on any matter involving such other Person; (711) transactions with any Person solely in its capacity as a holder of Indebtedness or Capital Stock of the issuance Issuer or sale any of its Restricted Subsidiaries if such transaction provides for equal treatment of such Person and all other holders, in their capacity as holders, of the same series of such Indebtedness or of the same class of such Capital 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 Qualified Equity Interests of the Parent Guarantor and 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 to, or with the receipt of capital contributions from, Affiliates of the Parent Guarantor; (8) pledging issuance of Equity Interests or other securities by the Issuer or any of Unrestricted its Restricted Subsidiaries; (915) transactions pursuant to agreements or arrangements to be in effect on the 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 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 Issuer; (16) employment and severance or termination arrangements between the Issuer, any Restricted Subsidiary or the Parent Entity and any of the Issuer’s 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 (17) any transaction effected as part of a Permitted Factoring Transaction; (10) Qualified Securitization Financing or Receivables Facility, any transaction where the only consideration paid by the Parent Guarantor disposition or the relevant Restricted Subsidiary is Qualified Equity Interests acquisition of the Parent Guarantor; (11) non-exclusive licenses of patentsSecuritization Assets, copyrights, trademarks, trade secrets and other intellectual property; (12) transactions between the Parent Guarantor Receivables Assets or any Restricted Subsidiary and any Person, a director of which is also a director of the Parent Guarantor, and such director is the sole cause for such Person to be deemed an Affiliate of the Parent Guarantor or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Parent Guarantor on any matter involving such other Person; and (13) agreements and transactions entered into or effected related assets in connection with the payment of Related Taxesany Qualified Securitization Financing or Receivables Facility.