Common use of Limitation on Affiliate Transactions Clause in Contracts

Limitation on Affiliate Transactions. (a) The Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or 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 of the Parent Guarantor (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25 million, unless: (1) such Affiliate Transaction is on terms that are not materially less favorable, as determined in good faith by a responsible financial or accounting officer of the Parent Guarantor, to the Parent Guarantor or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at the time of such transaction or the execution of the agreement provided for such transaction by the Parent Guarantor or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and (2) in the event any Affiliate Transaction or series of related Affiliate Transactions involves an aggregate value in excess of $50 million, the terms of such transaction have been approved by a majority of the Disinterested Directors. (b) SECTION 3.8(a) shall not apply to: (1) any Restricted Payment permitted to be made pursuant to SECTION 3.3 or any Permitted 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 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 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 Parent Guarantor; (3) any Management Advances and any waiver or transaction with respect thereto; (4) (a) any transaction between or among the Parent Guarantor and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Parent Guarantor and such merger, amalgamation or consolidation is otherwise permitted under this Indenture; (5) the payment of compensation, fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies), employment and severance arrangements, and employee benefit and pension expenses provided on behalf of, or for the benefit of, future, current and former directors, officers or employees of any Parent Entity, the Parent Guarantor or any Restricted Subsidiary; (6) the entry into and performance of obligations of the 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 SECTION 3.8 or to the extent not more disadvantageous to the Holders in any material respect when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (7) [Reserved]; (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 or consistent with past practice, which are 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, taken as a whole, 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 Parent Guarantor or any Restricted Subsidiary and any Affiliate of the Parent Guarantor or an Associate 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 or Associate; (10) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor, any Parent Entity or any of its Restricted Subsidiaries or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the 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 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 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 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) [Reserved]; (17) payments made, Indebtedness and Disqualified Stock issued (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 issued to any future, current or former employee, director, officer, contractor or consultant (or Immediate Family Members) of the Parent Guarantor, any of its Subsidiaries or any of its Parent Entities pursuant to any management equity plan, stock option plan, any other management, employee benefit plan or agreement, any stock subscription or shareholder agreement, any employment agreements, other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or agreements with any such employees, directors, officers, contractors or consultants (or their respective Immediate Family Members) that are, in each case, approved by the Parent Guarantor in good faith; (18) the issuance of the iHeartCommunications Warrants and the sale, conveyance, transfer or other disposition of the Equity Interests of Clear Channel Outdoor Holdings, Inc. subject to the iHeartCommunications Warrants upon the exercise thereof; (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 pursuant to the Tax Matters Agreement, the Transition Services Agreement, or any employee matters agreement contemplated by the Bankruptcy Plan; (21) any Permitted Tax Restructuring subject to complying with the express terms and conditions of the definition of “Permitted Tax Restructuring”; (22) any lease entered into between the Parent Guarantor or any Restricted Subsidiary, as lessee, and any Affiliate of the Parent Guarantor, as lessor, which is approved by a majority of the Disinterested Directors; and (23) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Parent Guarantor or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity.

Limitation on Affiliate Transactions. (a) The Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or 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 of the Parent Guarantor (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25 million, unless: (1) such Affiliate Transaction is on terms that are not materially less favorable, as determined in good faith by a responsible financial or accounting officer of the Parent Guarantor, to the Parent Guarantor or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at the time of such transaction or the execution of the agreement provided for such transaction by the Parent Guarantor or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and (2) in the event any Affiliate Transaction or series of related Affiliate Transactions involves an aggregate value in excess of $50 million, the terms of such transaction have been approved by a majority of the Disinterested Directors. (b) SECTION 3.8(a) shall not apply to: (1) any Restricted Payment permitted to be made pursuant to SECTION 3.3 or any Permitted 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 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 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 Parent Guarantor; (3) any Management Advances and any waiver or transaction with respect thereto; (4) (a) any transaction between or among the Parent Guarantor and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Parent Guarantor and such merger, amalgamation or consolidation is otherwise permitted under this Indenture; (5) the payment of compensation, fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies), employment and severance arrangements, and employee benefit and pension expenses provided on behalf of, or for the benefit of, future, current and former directors, officers or employees of any Parent Entity, the Parent Guarantor or any Restricted Subsidiary; (6) the entry into and performance of obligations of the 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 SECTION 3.8 or to the extent not more disadvantageous to the Holders in any material respect when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (7) [Reserved]; (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 or consistent with past practice, which are 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, taken as a whole, 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 Parent Guarantor or any Restricted Subsidiary and any Affiliate of the Parent Guarantor or an Associate 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 or Associate; (10) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor, any Parent Entity or any of its Restricted Subsidiaries or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the 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 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 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 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) [Reserved]; (17) payments made, Indebtedness and Disqualified Stock issued (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 issued to any future, current or former employee, director, officer, contractor or consultant (or Immediate Family Members) of the Parent Guarantor, any of its Subsidiaries or any of its Parent Entities pursuant to any management equity plan, stock option plan, any other management, employee benefit plan or agreement, any stock subscription or shareholder agreement, any employment agreements, other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or agreements with any such employees, directors, officers, contractors or consultants (or their respective Immediate Family Members) that are, in each case, approved by the Parent Guarantor in good faith; (18) the issuance of the iHeartCommunications Warrants and the sale, conveyance, transfer or other disposition of the Equity Interests of Clear Channel Outdoor Holdings, Inc. subject to the iHeartCommunications Warrants upon the exercise thereof[Reserved]; (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 pursuant to the Tax Matters Agreement, the Transition Services Agreement, or any employee matters agreement contemplated by the Bankruptcy Plan; (21) any Permitted Tax Restructuring subject to complying with the express terms and conditions of the definition of “Permitted Tax Restructuring”; (22) any lease entered into between the Parent Guarantor or any Restricted Subsidiary, as lessee, and any Affiliate of the Parent Guarantor, as lessor, which is approved by a majority of the Disinterested Directors; and (23) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Parent Guarantor or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity.

Limitation on Affiliate Transactions. (a) The Parent Guarantor Company shall not, and shall not permit any Restricted Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend the rendering of any transaction or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the Parent Guarantor Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration value in excess of the greater of $25 million216.0 million and 6.0% of LTM EBITDA, unless: (1) the terms of such Affiliate Transaction is on terms that taken as a whole are not materially less favorablefavorable to the Company or such Restricted Subsidiary, as determined in good faith by a responsible financial or accounting officer of the Parent Guarantorcase may be, to the Parent Guarantor or its relevant Restricted Subsidiary than those that would have been could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement provided providing for such transaction by the Parent Guarantor or in arm’s length dealings with a Person who is not such Restricted Subsidiary with an unrelated Person on an arm’s-length basisAffiliate; and (2) in the event any such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate value in excess of the greater of $50 million540.0 million and 15.0% of LTM EBITDA, 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) SECTION The provisions of this Section 3.8(a) above shall not apply to: (1) any Restricted Payment or other transaction permitted to be made or undertaken pursuant to SECTION Section 3.3 (including Permitted Payments), or any Permitted 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 Parent GuarantorCompany, any Restricted Subsidiary or any Parent 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 Parent GuarantorCompany; (3) any Management Advances and any waiver or transaction with respect thereto; (4) (a) any transaction between or among the Parent Guarantor Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Parent Guarantor Company and such merger, amalgamation or consolidation is otherwise permitted under consummated in compliance with this Indenture; (5) the payment of compensation, fees fees, costs and reimbursement of expenses to, and customary indemnities (including under customary insurance policies), employment and severance arrangements, ) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or for employees (or their respective Controlled Investment Affiliates or Immediate Family Members) of the benefit ofCompany, future, current any Parent Entity or any Restricted Subsidiary (whether directly or indirectly and former including through any Controlled Investment Affiliate or Immediate Family Member of such directors, officers or employees of any Parent Entity, the Parent Guarantor or any Restricted Subsidiaryemployees); (6) the entry into and performance of obligations of the Parent Guarantor 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 SECTION 3.8 covenant or to the extent not more disadvantageous to the Holders in any material respect when taken as a whole as compared to the applicable agreement as in effect on the Issue Daterespect; (7) [Reserved]sales of accounts receivable, or participations therein, in connection with any Receivables Facility; (8) transactions with customers, vendors, clients, joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of business or consistent with past practice, which are fair to the Parent Guarantor Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Parent Guarantor Company or the relevant Restricted Subsidiary, or are on terms, taken as a whole, 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 Parent Guarantor Company or any Restricted Subsidiary and any Person that is an Affiliate of the Parent Guarantor Company or an Associate that would constitute an Affiliate Transaction or similar entity solely because the Parent Guarantor 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 equity interest in or otherwise controls such Affiliate Affiliate, Associate or Associatesimilar entity; (10) issuances issuances, transfers or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor, any Parent Entity or any of its Restricted Subsidiaries 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 Parent Guarantor Company or any Restricted Subsidiary; (11) (i) payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual management, consulting, 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 the greater of $90.0 million and 2.5% of LTM EBITDA and (ii) customary payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent Entity) for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all out of pocket expenses Incurred by such Permitted Holder in connection with its direct or indirect investment in the Company and its Subsidiaries; (13) the Transactions and the payment of all fees, costs and expenses (including all legal, accounting and other professional fees fees, costs and expenses) related to the Transactions, in each case as disclosed in the Offering Circular; (1214) transactions in which the Parent Guarantor 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 Parent Guarantor Company or such Restricted Subsidiary from a financial point of view or meets the requirements of SECTION Section 3.8(a)(1); (1315) the existence of, or the performance by the Parent Guarantor Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders 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 Parent Guarantor 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 respectsrespect; (1416) any purchases purchase by the Parent GuarantorCompany’s Affiliates of Indebtedness or Disqualified Stock of the Parent Guarantor Company or any of the their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Parent GuarantorCompany’s Affiliates; provided that such purchases by the Parent GuarantorCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the Parent GuarantorCompany’s Affiliates; (1517) (i) investments by Affiliates in securities or loans of the Parent Guarantor 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 Parent Guarantor Company or such Restricted Subsidiary generally to other non-Affiliated affiliated third party investors on the same or more favorable terms and (ii) payments to Affiliates in respect of securities or loans of the Parent Guarantor Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Parent Guarantor Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securitiessecurities or loans; (1618) [Reserved]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; (1719) payments madepayments, Indebtedness and Disqualified Stock issued (and cancellation of any thereof) of the Parent Guarantor Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary issued to any future, current or former employee, director, officer, contractor manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent GuarantorCompany, any of its Subsidiaries or any of its Parent Entities direct or indirect parent companies pursuant to any management equity plan, plan or stock option plan, plan or any other management, management or employee benefit plan or agreement, 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 agreements arrangements with any such employees, directors, officers, contractors managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the Parent Guarantor board of directors of the Company in good faith; (1820) employment and severance arrangements between the issuance of the iHeartCommunications Warrants Company or its Restricted Subsidiaries and the sale, conveyance, transfer or other disposition of the Equity Interests of Clear Channel Outdoor Holdings, Inc. subject to the iHeartCommunications Warrants upon the exercise thereoftheir respective offers and employees; (1921) 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 Section 3.5 hereof or entered into with any Business Successor, in each case, that the Parent Guarantor Company determines in good faith is either fair to the Parent Guarantor and its Restricted Subsidiaries Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (2022) transactions pursuant entered into by an Unrestricted Subsidiary with an Affiliate prior to the Tax Matters Agreement, the Transition Services Agreement, or any employee matters agreement contemplated by the Bankruptcy Plan; (21) any Permitted Tax Restructuring subject to complying with the express terms and conditions of the definition of “Permitted Tax Restructuring”; (22) any lease entered into between the Parent Guarantor or any day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, Subsidiary as lessee, and any Affiliate of the Parent Guarantor, as lessor, which is approved by a majority of the Disinterested Directorsdescribed under Section 3.20; and (23) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Parent Guarantor or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entityPermitted Tax Restructuring.

Limitation on Affiliate Transactions. (a) The Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or 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 of the Parent Guarantor (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25 million, unless: (1) such Affiliate Transaction is on terms that are not materially less favorable, as determined in good faith by a responsible financial or accounting officer of the Parent Guarantor, to the Parent Guarantor or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at the time of such transaction or the execution of the agreement provided providing for such transaction by the Parent Guarantor or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and (2) in the event any Affiliate Transaction or series of related Affiliate Transactions involves an aggregate value in excess of $50 million, the terms of such transaction have been approved by a majority of the Disinterested Directors. (b) SECTION 3.8(a) shall not apply to: (1) any Restricted Payment permitted to be made pursuant to SECTION 3.3 or any Permitted 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 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 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 Parent Guarantor; (3) any Management Advances and any waiver or transaction with respect thereto; (4) (a) any transaction between or among the Parent Guarantor and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Parent Guarantor and such merger, amalgamation or consolidation is otherwise permitted under this Indenture; (5) the payment of compensation, fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies), employment and severance arrangements, and employee benefit and pension expenses provided on behalf of, or for the benefit of, future, current and former directors, officers or employees of any Parent Entity, the Parent Guarantor or any Restricted Subsidiary; (6) the entry into and performance of obligations of the 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 SECTION 3.8 or to the extent not more disadvantageous to the Holders in any material respect when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (7) [Reserved]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 any Qualified Securitization Financing or Receivables Facility; (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 or consistent with past practice, which are 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, taken as a whole, 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 Parent Guarantor or any Restricted Subsidiary and any Affiliate of the Parent Guarantor or an Associate 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 or Associate; (10) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor, any Parent Entity or any of its Restricted Subsidiaries or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the Parent Guarantor or any Restricted Subsidiary; (11) the May 2019 Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses) related to the May 2019 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 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 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 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) [Reserved]; (17) payments made, Indebtedness and Disqualified Stock issued (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 issued to any future, current or former employee, director, officer, contractor or consultant (or Immediate Family Members) of the Parent Guarantor, any of its Subsidiaries or any of its Parent Entities pursuant to any management equity plan, stock option plan, any other management, employee benefit plan or agreement, any stock subscription or shareholder agreement, any employment agreements, other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or agreements with any such employees, directors, officers, contractors or consultants (or their respective Immediate Family Members) that are, in each case, approved by the Parent Guarantor in good faith; (18) the issuance of the iHeartCommunications Warrants and the sale, conveyance, transfer or other disposition of the Equity Interests of Clear Channel Outdoor Holdings, Inc. subject to the iHeartCommunications Warrants upon the exercise thereof[Reserved]; (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 pursuant to the Tax Matters Agreement, the Transition Services Agreement, or any employee matters agreement contemplated by the Bankruptcy Plan; (21) any Permitted Tax Restructuring subject to complying with the express terms and conditions of the definition of “Permitted Tax Restructuring”; (22) any lease entered into between the Parent Guarantor or any Restricted Subsidiary, as lessee, and any Affiliate of the Parent Guarantor, as lessor, which is approved by a majority of the Disinterested Directors; and (23) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Parent Guarantor or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity.

Limitation on Affiliate Transactions. (a) The Parent Guarantor Company shall not, and shall not permit any Restricted Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend the rendering of any transaction or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the Parent Guarantor Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration value in excess of the greater of $25 million216.0 million and 6.0% of LTM EBITDA, unless: (1) the terms of such Affiliate Transaction is on terms that taken as a whole are not materially less favorablefavorable to the Company or such Restricted Subsidiary, as determined in good faith by a responsible financial or accounting officer of the Parent Guarantorcase may be, to the Parent Guarantor or its relevant Restricted Subsidiary than those that would have been could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement provided providing for such transaction by the Parent Guarantor or in arm’s length dealings with a Person who is not such Restricted Subsidiary with an unrelated Person on an arm’s-length basisAffiliate; and (2) in the event any such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate value in excess of the greater of $50 million540.0 million and 15.0% of LTM EBITDA, 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) SECTION The provisions of Section 3.8(a) above shall not apply to: (1) any Restricted Payment or other transaction permitted to be made or undertaken pursuant to SECTION Section 3.3 (including Permitted Payments) or any Permitted 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 Parent GuarantorCompany, any Restricted Subsidiary or any Parent 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 Parent GuarantorCompany; (3) any Management Advances and any waiver or transaction with respect thereto; (4) (a) any transaction between or among the Parent Guarantor Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Parent Guarantor Company and such merger, amalgamation or consolidation is otherwise permitted under consummated in compliance with this Indenture; (5) the payment of compensation, fees fees, costs and reimbursement of expenses to, and customary indemnities (including under customary insurance policies), employment and severance arrangements, ) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or for employees (or their respective Controlled Investment Affiliates or Immediate Family Members) of the benefit ofCompany, future, current any Parent Entity or any Restricted Subsidiary (whether directly or indirectly and former including through any Controlled Investment Affiliate or Immediate Family Member of such directors, officers or employees of any Parent Entity, the Parent Guarantor or any Restricted Subsidiaryemployees); (6) the entry into and performance of obligations of the Parent Guarantor 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 SECTION 3.8 covenant or to the extent not more disadvantageous to the Holders in any material respect when taken as a whole as compared to the applicable agreement as in effect on the Issue Daterespect; (7) [Reserved]sales of accounts receivable, or participations therein, in connection with any Receivables Facility; (8) transactions with customers, vendors, clients, joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of business or consistent with past practice, which are fair to the Parent Guarantor Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Parent Guarantor Company or the relevant Restricted Subsidiary, or are on terms, taken as a whole, 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 Parent Guarantor Company or any Restricted Subsidiary and any Person that is an Affiliate of the Parent Guarantor Company or an Associate that would constitute an Affiliate Transaction or similar entity solely because the Parent Guarantor 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 equity interest in or otherwise controls such Affiliate Affiliate, Associate or Associatesimilar entity; (10) issuances issuances, transfers or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor, any Parent Entity or any of its Restricted Subsidiaries 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 Parent Guarantor Company or any Restricted Subsidiary; (11) (i) payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual management, consulting, 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 the greater of $90.0 million and 2.5% of LTM EBITDA and (ii) customary payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent Entity) for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all out of pocket expenses Incurred by such Permitted Holder in connection with its direct or indirect investment in the Company and its Subsidiaries; (13) the Transactions and the payment of all fees, costs and expenses (including all legal, accounting and other professional fees fees, costs and expenses) related to the Transactions, in each case as disclosed in the Offering Circular; (1214) transactions in which the Parent Guarantor 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 Parent Guarantor Company or such Restricted Subsidiary from a financial point of view or meets the requirements of SECTION Section 3.8(a)(1); (1315) the existence of, or the performance by the Parent Guarantor Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders 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 Parent Guarantor 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 respectsrespect; (1416) any purchases purchase by the Parent GuarantorCompany’s Affiliates of Indebtedness or Disqualified Stock of the Parent Guarantor Company or any of the their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Parent GuarantorCompany’s Affiliates; provided that such purchases by the Parent GuarantorCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the Parent GuarantorCompany’s Affiliates; (1517) (i) investments by Affiliates in securities or loans of the Parent Guarantor 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 Parent Guarantor Company or such Restricted Subsidiary generally to other non-Affiliated affiliated third party investors on the same or more favorable terms and (ii) payments to Affiliates in respect of securities or loans of the Parent Guarantor Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Parent Guarantor Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securitiessecurities or loans; (1618) [Reserved]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; (1719) payments madepayments, Indebtedness and Disqualified Stock issued (and cancellation of any thereof) of the Parent Guarantor Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary issued to any future, current or former employee, director, officer, contractor manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent GuarantorCompany, any of its Subsidiaries or any of its Parent Entities direct or indirect parent companies pursuant to any management equity plan, plan or stock option plan, plan or any other management, management or employee benefit plan or agreement, 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 agreements arrangements with any such employees, directors, officers, contractors managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the Parent Guarantor board of directors of the Company in good faith; (1820) employment and severance arrangements between the issuance of the iHeartCommunications Warrants Company or its Restricted Subsidiaries and the sale, conveyance, transfer or other disposition of the Equity Interests of Clear Channel Outdoor Holdings, Inc. subject to the iHeartCommunications Warrants upon the exercise thereoftheir respective offers and employees; (1921) 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 Section 3.5 hereof or entered into with any Business Successor, in each case, that the Parent Guarantor Company determines in good faith is either fair to the Parent Guarantor and its Restricted Subsidiaries Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (2022) transactions pursuant entered into by an Unrestricted Subsidiary with an Affiliate prior to the Tax Matters Agreement, the Transition Services Agreement, or any employee matters agreement contemplated by the Bankruptcy Plan; (21) any Permitted Tax Restructuring subject to complying with the express terms and conditions of the definition of “Permitted Tax Restructuring”; (22) any lease entered into between the Parent Guarantor or any day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, Subsidiary as lessee, and any Affiliate of the Parent Guarantor, as lessor, which is approved by a majority of the Disinterested Directorsdescribed under Section 3.20; and (23) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Parent Guarantor or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entityPermitted Tax Restructuring.

Limitation on Affiliate Transactions. (a) The Parent Guarantor Company shall not, and shall not permit any Restricted Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend the rendering of any transaction or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the Parent Guarantor Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration value in excess of the greater of $25 million30.0 million and 6.0% of LTM EBITDA, unless: (1) the terms of such Affiliate Transaction is on terms that taken as a whole are not materially less favorablefavorable to the Company or such Restricted Subsidiary, as determined in good faith by a responsible financial or accounting officer of the Parent Guarantorcase may be, to the Parent Guarantor or its relevant Restricted Subsidiary than those that would have been could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement provided providing for such transaction by the Parent Guarantor or in arm’s length dealings with a Person who is not such Restricted Subsidiary with an unrelated Person on an arm’s-length basisAffiliate; and (2) in the event any such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate value in excess of the greater of $50 million75.0 million and 15.0% of LTM EBITDA, 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) SECTION The provisions of this Section 3.8(a) above shall not apply to: (1) any Restricted Payment or other transaction permitted to be made or undertaken pursuant to SECTION Section 3.3 (including Permitted Payments), or any Permitted 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 Parent GuarantorCompany, any Restricted Subsidiary or any Parent 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 Parent GuarantorCompany, in each case in the ordinary course of business 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 Parent Guarantor Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Parent Guarantor Company and such merger, amalgamation or consolidation is otherwise permitted under consummated in compliance with this Indenture; (5) the payment of compensation, fees fees, costs and reimbursement of expenses to, and customary indemnities (including under customary insurance policies), employment and severance arrangements, ) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or for employees (or their respective Controlled Investment Affiliates or Immediate Family Members) of the benefit ofCompany, future, current any Parent Entity or any Restricted Subsidiary (whether directly or indirectly and former including through any Controlled Investment Affiliate or Immediate Family Member of such directors, officers or employees of any Parent Entity, the Parent Guarantor or any Restricted Subsidiaryemployees); (6) the entry into and performance of obligations of the Parent Guarantor 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 SECTION 3.8 covenant or to the extent not more disadvantageous to the Holders in any material respect when taken as a whole as compared to the applicable agreement as in effect on the Issue Daterespect; (7) [Reserved]sales of accounts receivable, or participations therein, in connection with any Receivables Facility; (8) transactions with customers, vendors, clients, joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of business or consistent with past practice, which are fair to the Parent Guarantor Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Parent Guarantor Company or the relevant Restricted Subsidiary, or are on terms, taken as a whole, 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 Parent Guarantor Company or any Restricted Subsidiary and any Person that is an Affiliate of the Parent Guarantor Company or an Associate that would constitute an Affiliate Transaction or similar entity solely because the Parent Guarantor 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 equity interest in or otherwise controls such Affiliate Affiliate, Associate or Associatesimilar entity; (10) issuances issuances, transfers or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor, any Parent Entity or any of its Restricted Subsidiaries 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 Parent Guarantor Company or any Restricted Subsidiary; (11) (i) payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual management, consulting, 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 Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent Entity) for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all out of pocket expenses Incurred by such Permitted Holder in connection with its direct or indirect investment in the Company and its Subsidiaries; (13) the Transactions and the payment of all fees, costs and expenses (including all legal, accounting and other professional fees fees, costs and expenses) related to the Transactions, in each case as disclosed in the Offering Circular; (1214) transactions in which the Parent Guarantor 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 Parent Guarantor Company or such Restricted Subsidiary from a financial point of view or meets the requirements of SECTION Section 3.8(a)(1); (1315) the existence of, or the performance by the Parent Guarantor Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders 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 Parent Guarantor 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 respectsrespect; (1416) any purchases purchase by the Parent GuarantorCompany’s Affiliates of Indebtedness or Disqualified Stock of the Parent Guarantor Company or any of the their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Parent GuarantorCompany’s Affiliates; provided that such purchases by the Parent GuarantorCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the Parent GuarantorCompany’s Affiliates; (1517) (i) investments by Affiliates in securities or loans of the Parent Guarantor 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 Parent Guarantor Company or such Restricted Subsidiary generally to other non-Affiliated affiliated third party investors on the same or more favorable terms and (ii) payments to Affiliates in respect of securities or loans of the Parent Guarantor Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Parent Guarantor Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securitiessecurities or loans; (1618) [Reserved]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; (1719) payments madepayments, Indebtedness and Disqualified Stock issued (and cancellation of any thereof) of the Parent Guarantor Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary issued to any future, current or former employee, director, officer, contractor manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent GuarantorCompany, any of its Subsidiaries or any of its Parent Entities direct or indirect parent companies pursuant to any management equity plan, plan or stock option plan, plan or any other management, management or employee benefit plan or agreement, 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 agreements arrangements with any such employees, directors, officers, contractors managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the Parent Guarantor board of directors of the Company in good faith; (1820) employment and severance arrangements between the issuance Company or its Restricted Subsidiaries and their respective offers and employees in the ordinary course of the iHeartCommunications Warrants and the sale, conveyance, transfer or other disposition of the Equity Interests of Clear Channel Outdoor Holdings, Inc. subject to the iHeartCommunications Warrants upon the exercise thereofbusiness; (1921) 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 Section 3.5 hereof or entered into with any Business Successor, in each case, that the Parent Guarantor Company determines in good faith is either fair to the Parent Guarantor and its Restricted Subsidiaries Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (2022) transactions pursuant entered into by an Unrestricted Subsidiary with an Affiliate prior to the Tax Matters Agreement, the Transition Services Agreement, or any employee matters agreement contemplated by the Bankruptcy Plan; (21) any Permitted Tax Restructuring subject to complying with the express terms and conditions of the definition of “Permitted Tax Restructuring”; (22) any lease entered into between the Parent Guarantor or any day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, Subsidiary as lessee, and any Affiliate of the Parent Guarantor, as lessor, which is approved by a majority of the Disinterested Directorsdescribed under Section 3.20; and (23) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Parent Guarantor or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entityPermitted Tax Restructuring.

Limitation on Affiliate Transactions. (a) The Parent Guarantor shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries toto enter into or conduct any transaction (including the purchase, make any payment tosale, lease or sell, lease, transfer or otherwise dispose exchange of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend the rendering of any transaction or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the Parent Guarantor Issuer’s Affiliates (each other than Holdings, the Issuer and the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of the foregoing, such transaction) (an “Affiliate Transaction”) involving aggregate payments or consideration value in excess of $25 million, 15.0 million unless: (1) the terms of such Affiliate Transaction is on terms that taken as a whole are not materially less favorablefavorable to the Issuer or such Restricted Subsidiary, as determined in good faith by a responsible financial or accounting officer of the Parent Guarantorcase may be, to the Parent Guarantor or its relevant Restricted Subsidiary than those that would have been reasonably be obtained in a comparable transaction at the time of such transaction or the execution of the agreement provided providing for such transaction by the Parent Guarantor or in arm’s length dealings with a Person who is not such Restricted Subsidiary with an unrelated Person on an arm’s-length basisAffiliate; and (2) in the event any such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate value in excess of $50 37.5 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Issuer. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in Section 3.8(a)(2) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) SECTION Section 3.8(a) shall not apply to: (1) any Restricted Payment permitted to be made pursuant to SECTION Section 3.3 or any Permitted 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 Parent GuarantorIssuer, any Restricted Subsidiary or any Parent 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 Parent GuarantorIssuer, in each case, in the ordinary course of business 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 Parent Guarantor and Issuer, any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), ) or between any joint venture (regardless of the form of legal entity) in which the Issuer or among Restricted Subsidiaries any Subsidiary has invested (and (b) any merger, amalgamation which joint venture would not be an Affiliate of the Issuer but for the Issuer’s 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 a Subsidiary of the Issuer’s ownership of Capital Stock of in such joint venture) to the Parent Guarantor and such merger, amalgamation or consolidation is extent otherwise permitted under Article III or Article IV of this IndentureIndenture (other than solely by reference to this Section 3.8); (5) the payment of compensation, fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies), employment and severance arrangements, ) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or for employees of the benefit of, future, current Issuer or any Restricted Subsidiary (whether directly or indirectly and former including through any Person owned or controlled by any of such directors, officers or employees of any Parent Entity, the Parent Guarantor or any Restricted Subsidiaryemployees); (6) the entry into and performance of obligations of the Parent Guarantor 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 of, or on 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 Section 3.8 or to the extent not more disadvantageous to the Holders in any material respect when (taken as a whole as compared to the applicable agreement as in effect on the Issue Datewhole); (7i) [Reserved]any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing and (ii) any customary transaction with a Receivables Subsidiary effected as part of a Receivables Facility; (8) transactions with customers, clients, joint venture partners, suppliers, contractors, distributors contractors or purchasers or sellers of goods or services, in each case case, in the ordinary course of business or consistent with past practice, which are fair to the Parent Guarantor Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Parent Guarantor Issuer or the relevant Restricted Subsidiary, or are on terms, taken as a whole, 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 Parent Guarantor Issuer or any Restricted Subsidiary and any Affiliate of the Parent Guarantor Issuer or an Associate similar entity that would constitute an Affiliate Transaction solely because the Parent Guarantor Issuer or a Restricted Subsidiary owns an Equity Interest equity interest in or otherwise controls such Affiliate or Associatesimilar entity; (10) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor, any Parent Entity or any of its Restricted Subsidiaries Issuer 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 Parent Guarantor Issuer or any Restricted Subsidiary; (11) [reserved]; (12) (i) direct or indirect investments by Permitted Holders in securities, Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary (and payment to any Permitted Holder of all reasonable out of pocket expenses Incurred by such Permitted Holder in connection with its direct or indirect investment in securities, Indebtedness or Disqualified Stock of the Issuer and its Restricted Subsidiaries) so long as the investment is being offered by the Issuer or such Restricted Subsidiary generally to other investors who are not Affiliates of the Issuer or any Restricted Subsidiary on the same or more favorable terms and at least a majority of the principal amount of such Indebtedness or a majority of the aggregate liquidation preference of Disqualified Stock is purchased by Persons who are not Affiliates of the Issuer or any Restricted Subsidiary and (ii) payments to Permitted Holders in respect of securities, Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary contemplated in the foregoing clause (i) or that were acquired from Persons other than the Issuer and the Restricted Subsidiaries, in each case, in accordance with the terms of such securities, Indebtedness or Disqualified Stock; (13) the Previous Transactions and any Permitted Reorganization and the payment of all costs fees and expenses (including all legal, accounting and other professional fees and expenses) related to the TransactionsPrevious Transactions and any Permitted Reorganization; (1214) transactions in which the Parent Guarantor 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 Parent Guarantor Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of SECTION Section 3.8(a)(1); (1315) the existence of, or the performance by the Parent Guarantor 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 (or for any such terminated agreement for which such Person may be subject to contingent indemnity or reimbursement obligations as of the Issue Date) and any similar agreement that it may enter into thereafter, and the payment of reasonable out-of-pocket costs and expenses pursuant thereto; provided, however, that the existence of, or the performance by the Parent Guarantor 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 to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; (1416) the payment of customary indemnities and reimbursement of expenses pursuant to the Sponsor Reimbursement Agreement; (17) any purchases Intercompany License Agreements; (18) transactions undertaken pursuant to membership in a purchasing consortium; (19) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the Parent Guarantor’s Affiliates redesignation of Indebtedness or Disqualified Stock of the Parent Guarantor or any of the such Unrestricted Subsidiary as a Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Parent Guarantor’s AffiliatesSubsidiary; provided that such purchases by the Parent Guarantor’s Affiliates are on the same terms transaction was not entered into in contemplation of such designation or redesignation, as such purchases by such Persons who are not the Parent Guarantor’s Affiliatesapplicable; (1520) payments to or from, and transactions with, any joint venture in the ordinary course of business or consistent with past practice or industry norms (iincluding any cash management activities related thereto); (21) investments payments by Affiliates in securities the Issuer (and any Parent Entity) and any Subsidiaries thereof pursuant to tax sharing agreements among the Issuer (and any Parent Entity) and such Subsidiaries on customary terms to the extent attributable to the ownership or operations of the Issuer and the Restricted Subsidiaries; provided that, in each case, the amount of such payments in any fiscal year does not exceed the amount that the Issuer, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) would have been required to pay in respect of such foreign, federal, state and/or local taxes for such fiscal year had the Issuer, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent described above) paid such taxes separately from any such Parent Guarantor Entity; and (22) payments by 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 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 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) [Reserved]; (17) payments made, Indebtedness and Disqualified Stock issued (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 issued to any future, current or former employee, director, officer, contractor or consultant (or Immediate Family Members) of the Parent Guarantor, any of its Subsidiaries or any of its Parent Entities pursuant to any management equity plan, stock option plan, any other management, employee benefit plan or agreement, any stock subscription or shareholder agreement, any employment agreements, other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or agreements with any such employees, directors, officers, contractors or consultants (or their respective Immediate Family Members) that are, in each case, approved by the Parent Guarantor in good faith; (18) the issuance of the iHeartCommunications Warrants and the sale, conveyance, transfer or other disposition of the Equity Interests of Clear Channel Outdoor Holdings, Inc. subject to the iHeartCommunications Warrants upon the exercise thereof; (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 pursuant to the Tax Matters Agreement, the Transition Services Agreement, or any employee matters agreement contemplated by the Bankruptcy Plan; (21) any Permitted Tax Restructuring subject to complying with the express terms and conditions of the definition of “Permitted Tax Restructuring”; (22) any lease entered into between the Parent Guarantor or any Restricted Subsidiary, as lesseeinsurance premiums to, and any Affiliate of the Parent Guarantorborrowings or dividends received from, as lessor, which is approved by a majority of the Disinterested Directors; and (23) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Parent Guarantor or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entityCaptive Insurance Subsidiary.

Limitation on Affiliate Transactions. 109 (a) The Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or 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 of the Parent Guarantor (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25 million, unless: (1) such Affiliate Transaction is on terms that are not materially less favorable, as determined in good faith by a responsible financial or accounting officer of the Parent Guarantor, to the Parent Guarantor or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at the time of such transaction or the execution of the agreement provided providing for such transaction by the Parent Guarantor or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and (2) in the event any Affiliate Transaction or series of related Affiliate Transactions involves an aggregate value in excess of $50 million, the terms of such transaction have been approved by a majority of the Disinterested Directors. (b) SECTION 3.8(a) shall not apply to: (1) any Restricted Payment permitted to be made pursuant to SECTION 3.3 or any Permitted 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 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 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 Parent Guarantor; (3) any Management Advances and any waiver or transaction with respect thereto; (4) (a) any transaction between or among the Parent Guarantor and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Parent Guarantor and such merger, amalgamation or consolidation is otherwise permitted under this Indenture; (5) the payment of compensation, fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies), employment and severance arrangements, and employee benefit and pension expenses provided on behalf of, or for the benefit of, future, current and former directors, officers or employees of any Parent Entity, the Parent Guarantor or any Restricted Subsidiary; (6) the entry into and performance of obligations of the 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 SECTION 3.8 or to the extent not more disadvantageous to the Holders in any material respect when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (7) [Reserved]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 any Qualified Securitization Financing or Receivables Facility; (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 or consistent with past practice, which are 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, taken as a whole, 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 Parent Guarantor or any Restricted Subsidiary and any Affiliate of the Parent Guarantor or an Associate 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 or Associate; (10) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor, any Parent Entity or any of its Restricted Subsidiaries or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of the Parent Guarantor or any Restricted Subsidiary; (11) the Existing Notes Transactions and the payment of all costs and expenses (including all legal, accounting and other professional fees and expenses) related to the Existing Notes 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 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 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 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) [Reserved]; (17) payments made, Indebtedness and Disqualified Stock issued (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 issued to any future, current or former employee, director, officer, contractor or consultant (or Immediate Family Members) of the Parent Guarantor, any of its Subsidiaries or any of its Parent Entities pursuant to any management equity plan, stock option plan, any other management, employee benefit plan or agreement, any stock subscription or shareholder agreement, any employment agreements, other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or agreements with any such employees, directors, officers, contractors or consultants (or their respective Immediate Family Members) that are, in each case, approved by the Parent Guarantor in good faith; (18) the issuance of the iHeartCommunications Warrants and the sale, conveyance, transfer or other disposition of the Equity Interests of Clear Channel Outdoor Holdings, Inc. subject to the iHeartCommunications Warrants upon the exercise thereof[Reserved]; (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 pursuant to the Tax Matters Agreement, the Transition Services Agreement, or any employee matters agreement contemplated by the Bankruptcy Plan; (21) any Permitted Tax Restructuring subject to complying with the express terms and conditions of the definition of “Permitted Tax Restructuring”; (22) any lease entered into between the Parent Guarantor or any Restricted Subsidiary, as lessee, and any Affiliate of the Parent Guarantor, as lessor, which is approved by a majority of the Disinterested Directors; and (23) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Parent Guarantor or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entity.

Limitation on Affiliate Transactions. (a) The Parent Guarantor Company shall not, and shall not permit any Restricted Subsidiary to enter into or conduct any transaction (including the purchase, sale, lease or exchange of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend the rendering of any transaction or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the Parent Guarantor Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration value in excess of the greater of $25 million117.0 million and 6.0% of LTM EBITDA, unless: (1) the terms of such Affiliate Transaction is on terms that taken as a whole are not materially less favorablefavorable to the Company or such Restricted Subsidiary, as determined in good faith by a responsible financial or accounting officer of the Parent Guarantorcase may be, to the Parent Guarantor or its relevant Restricted Subsidiary than those that would have been could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement provided providing for such transaction by the Parent Guarantor or in arm’s length dealings with a Person who is not such Restricted Subsidiary with an unrelated Person on an arm’s-length basisAffiliate; and (2) in the event any such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate value in excess of the greater of $50 million292.5 million and 15.0% of LTM EBITDA, 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) SECTION The provisions of this Section 3.8(a) above shall not apply to: (1) any Restricted Payment or other transaction permitted to be made or undertaken pursuant to SECTION Section 3.3 (including Permitted Payments), or any Permitted 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 Parent GuarantorCompany, any Restricted Subsidiary or any Parent 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 Parent GuarantorCompany; (3) any Management Advances and any waiver or transaction with respect thereto; (4) (a) any transaction between or among the Parent Guarantor Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Parent Guarantor Company and such merger, amalgamation or consolidation is otherwise permitted under consummated in compliance with this Indenture; (5) the payment of compensation, fees fees, costs and reimbursement of expenses to, and customary indemnities (including under customary insurance policies), employment and severance arrangements, ) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or for employees (or their respective Controlled Investment Affiliates or Immediate Family Members) of the benefit ofCompany, future, current any Parent Entity or any Restricted Subsidiary (whether directly or indirectly and former including through any Controlled Investment Affiliate or Immediate Family Member of such directors, officers or employees of any Parent Entity, the Parent Guarantor or any Restricted Subsidiaryemployees); (6) the entry into and performance of obligations of the Parent Guarantor 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 SECTION 3.8 covenant or to the extent not more disadvantageous to the Holders in any material respect when taken as a whole as compared to the applicable agreement as in effect on the Issue Daterespect; (7) [Reserved]sales of accounts receivable, or participations therein, in connection with any Receivables Facility; (8) transactions with customers, vendors, clients, joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of business or consistent with past practice, which are fair to the Parent Guarantor Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Parent Guarantor Company or the relevant Restricted Subsidiary, or are on terms, taken as a whole, 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 Parent Guarantor Company or any Restricted Subsidiary and any Person that is an Affiliate of the Parent Guarantor Company or an Associate that would constitute an Affiliate Transaction or similar entity solely because the Parent Guarantor 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 equity interest in or otherwise controls such Affiliate Affiliate, Associate or Associatesimilar entity; (10) issuances issuances, transfers or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor, any Parent Entity or any of its Restricted Subsidiaries 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 Parent Guarantor Company or any Restricted Subsidiary; (11) (i) payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of annual management, consulting, 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 the greater of $48.75 million and 2.5% of LTM EBITDA and (ii) customary payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent Entity) for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors in good faith; (12) payment to any Permitted Holder of all out of pocket expenses Incurred by such Permitted Holder in connection with its direct or indirect investment in the Company and its Subsidiaries; (13) the Transactions and the payment of all fees, costs and expenses (including all legal, accounting and other professional fees fees, costs and expenses) related to the Transactions, in each case as disclosed in the Offering Circular; (1214) transactions in which the Parent Guarantor 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 Parent Guarantor Company or such Restricted Subsidiary from a financial point of view or meets the requirements of SECTION Section 3.8(a)(1); (1315) the existence of, or the performance by the Parent Guarantor Company or any Restricted Subsidiaries Subsidiary of its obligations under the terms of, any equityholders 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 Parent Guarantor 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 respectsrespect; (1416) any purchases purchase by the Parent GuarantorCompany’s Affiliates of Indebtedness or Disqualified Stock of the Parent Guarantor Company or any of the their Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Parent GuarantorCompany’s Affiliates; provided that such purchases by the Parent GuarantorCompany’s Affiliates are on the same terms as such purchases by such Persons who are not the Parent GuarantorCompany’s Affiliates; (1517) (i) investments by Affiliates in securities or loans of the Parent Guarantor 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 Parent Guarantor Company or such Restricted Subsidiary generally to other non-Affiliated affiliated third party investors on the same or more favorable terms and (ii) payments to Affiliates in respect of securities or loans of the Parent Guarantor Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Parent Guarantor Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securitiessecurities or loans; (1618) [Reserved]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; (1719) payments madepayments, Indebtedness and Disqualified Stock issued (and cancellation of any thereof) of the Parent Guarantor Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary issued to any future, current or former employee, director, officer, contractor manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent GuarantorCompany, any of its Subsidiaries or any of its Parent Entities direct or indirect parent companies pursuant to any management equity plan, plan or stock option plan, plan or any other management, management or employee benefit plan or agreement, 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 agreements arrangements with any such employees, directors, officers, contractors managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by the Parent Guarantor board of directors of the Company in good faith; (1820) employment and severance arrangements between the issuance of the iHeartCommunications Warrants Company or its Restricted Subsidiaries and the sale, conveyance, transfer or other disposition of the Equity Interests of Clear Channel Outdoor Holdings, Inc. subject to the iHeartCommunications Warrants upon the exercise thereoftheir respective offers and employees; (1921) 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 Section 3.5 hereof or entered into with any Business Successor, in each case, that the Parent Guarantor Company determines in good faith is either fair to the Parent Guarantor and its Restricted Subsidiaries Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (2022) transactions pursuant entered into by an Unrestricted Subsidiary with an Affiliate prior to the Tax Matters Agreement, the Transition Services Agreement, or any employee matters agreement contemplated by the Bankruptcy Plan; (21) any Permitted Tax Restructuring subject to complying with the express terms and conditions of the definition of “Permitted Tax Restructuring”; (22) any lease entered into between the Parent Guarantor or any day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, Subsidiary as lessee, and any Affiliate of the Parent Guarantor, as lessor, which is approved by a majority of the Disinterested Directorsdescribed under Section 3.20; and (23) a joint venture which would constitute a transaction with an Affiliate solely as a result of the Parent Guarantor or any Restricted Subsidiary owning an equity interest or otherwise controlling such joint venture or similar entityPermitted Tax Restructuring.