Common use of Limitations on Transactions with Affiliates Clause in Contracts

Limitations on Transactions with Affiliates. (a) Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any assets or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Parent or such Restricted Subsidiary. (b) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets with a fair market value in excess of $10.0 million shall be approved by the Board of Directors of Parent or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent or any Restricted Subsidiary of Parent enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 million, Parent or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion from an Independent Financial Advisor that (a) the terms thereof are

Limitations on Transactions with Affiliates. (a) Parent will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might could reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 million shall be approved by the Board of Directors of Parent the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 million, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.12(a) shall not apply to: (i) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect or entered into as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (iv) transactions effected as part of a Qualified Receivables Transaction; (v) Restricted Payments and Permitted Investments permitted by this Indenture (other than transactions with a Person that is an Affiliate other than as a result of such Investment); (avi) the terms thereof areissuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company in good faith; and (vii) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or indirectly, any Capital Stock of such Person.

Limitations on Transactions with Affiliates. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant below and or (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets with a fair market value in excess of $10.0 7.5 million shall be approved by the Board of Directors of Parent the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 20.0 million, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor that (a) and file the terms thereof aresame with the Trustee. The restrictions set forth in this Section 4.11 shall not apply to:

Limitations on Transactions with Affiliates. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving that involves an aggregate payments or other assets with a fair market value in excess of more than $10.0 5.0 million shall be approved by the Board of Directors Managers of Parent the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors Managers has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 10.0 million, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor that and file the same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Managers or senior management; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Issue Date or contemplated by the Contribution Agreement or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; (iv) Permitted Investments and Restricted Payments made in compliance with this Indenture; (v) transactions between or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; and (vi) transactions with distributors or other purchases or sales of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms thereof areof this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the Board of Managers of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party.

Limitations on Transactions with Affiliates. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 15.0 million shall be approved by the Board of Directors of Parent the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 30.0 million, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in this Section 4.11 shall not apply to: (1) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by this Indenture; (a3) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or any replacement agreement thereto so long as any such amendment or replacement agreement is not materially more disadvantageous to the Holders than the original agreement as in effect on the Issue Date (as determined in the good faith judgment of the Board of Directors of the Company); (4) Restricted Payments permitted by this Indenture and Permitted Investments; (5) transactions between any of the Company, any of its Restricted Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction; provided, in each case, that such transactions are not otherwise prohibited by this Indenture; (6) if such Affiliate Transaction is with any Person solely in its capacity as a holder of Indebtedness or Capital Stock of the Company or any of its Restricted Subsidiaries, if such Person is treated no more favorably than any other holder of such Indebtedness or Capital Stock of the Company or any of its Restricted Subsidiaries which other holder is not an Affiliate of the Company or an Affiliate of an Affiliate of the Company; (7) sales or purchases of products or materials or the providing of services in the ordinary course of business and on terms thereof areat least as favorable as might have been reasonably obtained from a third party, in the reasonable judgment of senior management; and (8) any issuance of Qualified Capital Stock of the Company to Affiliates of the Company and the granting or performance of registration rights.

Limitations on Transactions with Affiliates. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 1.0 million shall be approved by the Board of Directors of Parent the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 5.0 million, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor that (a) and file the terms thereof aresame with the Trustee.

Limitations on Transactions with Affiliates. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant (c) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 2.0 million shall be approved by the Board of Directors of Parent the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined in its good faith judgment that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 10.0 million, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor that and file the same with the Agent. (c) The restrictions set forth in the paragraphs (a) and (b) of this Section 6.7 shall not apply to: (1) reasonable fees and compensation paid to, indemnity provided on behalf of, and any benefits provided pursuant to any employee benefit plan or any similar arrangement (including any option or stock purchase plan) on behalf of, officers, directors, employees or consultants of the terms thereof areCompany or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by this Agreement and; provided, further, in each case, that no Affiliate of the Company (other than another Restricted Subsidiary or a director owning qualifying shares) owns Capital Stock of any such Restricted Subsidiary; (3) any agreement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Closing Date; (4) loans or advances to officers or employees of the Company or any Restricted Subsidiary made in the ordinary course of business of the Company or such Restricted Subsidiary in accordance with the past practice of the Company; provided that any such loan in excess of $250,000 must be approved by a majority of the members of the Board of Directors who are disinterested in the transaction; (5) Restricted Payments permitted by this Agreement; and (6) the issuance of Qualified Capital Stock.

Limitations on Transactions with Affiliates. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 million 1,000,000 shall be approved by the Board of Directors of Parent the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 million5,000,000, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from an Independent Financial Advisor that a financial point of view, from a nationally recognized firm qualified to do the business for which it is engaged and file the same with the Trustee. (b) The restrictions set forth in clause (a) above shall not apply to (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (ii) transactions exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (iv) Restricted Payments permitted by this Indenture; (v) the Tax Sharing Agreement; (vi) employment agreements with officers and employees of the Company and its Restricted Subsidiaries, in the ordinary course of business; (vii) loans and advances to employees not to exceed $500,000 outstanding at any one time, in the ordinary course of business; (viii) provided that there is no existing Event of Default, payments pursuant to the terms thereof areof the Management Agreement; and (ix) arrangements with directors of the Company existing on the Issue Date as disclosed in the Offering Memorandum.

Limitations on Transactions with Affiliates. (a) Parent The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 million 2,500,000 shall be approved by the Board of Directors of Parent the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 million10,000,000, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain an opinion stating that such transaction or series of related transactions are fair to the Company or the relevant Restricted Subsidiary, as the case may be, from a favorable opinion financial point of view, from an Independent Financial Advisor that (a) the terms thereof areAdvisor.

Limitations on Transactions with Affiliates. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), other than than (xi) Affiliate Transactions permitted under the third paragraph of this covenant below and (yb) below, and (ii) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value Fair Market Value in excess of $10.0 million shall be approved by a majority of the members of the Board of Directors of Parent or such Restricted Subsidiary, as the case may beCompany (including a majority of the disinterested members thereof), such approval to be evidenced by a Board Resolution set forth in an Officers’ Certificate stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value Fair Market Value of more than $25.0 20.0 million, Parent or such Restricted Subsidiary, as the case may be, Company shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of the financial terms of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from an Independent Financial Advisor that (a) and deliver the terms thereof aresame to the Trustee.

Limitations on Transactions with Affiliates. (a) Parent will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might could reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 4.0 million shall be approved by the Board of Directors of Parent the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 10.0 million, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor that and file the same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to: (i) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the terms thereof areCompany or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect or entered into as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (iv) transactions effected as part of a Qualified Receivables Transaction; (v) Restricted Payments and Permitted Investments permitted by this Indenture; (vi) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company in good faith; and (vii) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or indirectly, any Capital Stock of such Person.

Limitations on Transactions with Affiliates. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 5.0 million shall be approved by the Board of Directors of Parent the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 15.0 million, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor that and file the same with the Trustee. (b) The restrictions set forth in paragraph (a) of this Section 4.11 shall not apply to: (1) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the terms thereof areCompany or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries; (3) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (4) Restricted Payments permitted by this Indenture; (5) loans or advances in the ordinary course of business to officers, directors or employees of the Company or any Restricted Subsidiary including advances for travel and moving expenses; (6) any employment, severance or termination agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (7) transactions with customers, suppliers or purchasers or sellers of goods or services which are fair to the Company and its Restricted Subsidiaries in the reasonable determination of the Board of Directors of the Company; (8) issuance of Qualified Capital Stock of the Company and the granting of registration rights with respect to that Qualified Capital Stock; and (9) payments or other transactions pursuant to any tax sharing arrangement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes but only to the extent that amounts payable from time to time by the Company under any such agreement do not exceed the corresponding tax payments that the Company would have been required to make to any relevant taxing authority had the Company not joined in such consolidated or combined return, but instead had filed returns including only the Company.

Limitations on Transactions with Affiliates. (a) Parent will NATG shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, with or for the benefit of, of any of its Affiliates Affiliate (each, each an “"Affiliate Transaction”), ") other than (xi) Affiliate Transactions permitted under the third following paragraph of this covenant below and (yii) Affiliate Transactions on terms that are no less favorable to NATG or such Restricted Subsidiary, as the case may be, than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Parent NATG or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 2.5 million shall be approved by the Board of Directors of Parent NATG or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent NATG or any such Restricted Subsidiary of Parent enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 10.0 million, Parent NATG or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable an opinion that the Affiliate Transaction complies with the requirements of this covenant from an Independent Financial Advisor that and file the same with the Trustee. (b) The restrictions set forth in paragraph (a) shall not apply to: (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees, agents or consultants of Parent, NATG or any Restricted Subsidiaries of NATG as determined in good faith by Parent's Board of Directors or senior officers; (ii) transactions exclusively between or among any of NATG or any Restricted Subsidiaries of NATG; provided, that such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the terms thereof areIssue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to NATG or its Subsidiaries, as the case may be, in any material respect, than the original agreement as in effect on the Issue Date; (iv) Restricted Payments permitted under Section 4.3; (v) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans of Parent entered into in the ordinary course of business and approved by Parent's Board of Directors; (vi) the payment of reasonable and customary management, consulting and advisory fees and related out of pocket expenses of WSP and its Affiliates, including, without limitation, in connection with acquisitions, divestitures, or financings by Parent or any of its Restricted Subsidiaries, in each case as may be approved by the Board of Directors of Parent in good faith; (vii) loans and advances to employees and officers of Parent and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of $1.0 million at any time outstanding; (viii) indemnification agreements provided for the benefit of Parent or any Restricted Subsidiary of Parent from officers, directors, employees agents or consultants of Parent or any Restricted Subsidiary of Parent; (ix) transactions effected as part of a Qualified Receivables Transaction; and (x) the payment to Jack Xxxxx xxx consulting services pursuant to his consulting agreement with Parent and its Subsidiaries as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to Parent or its Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on the Issue Date.

Limitations on Transactions with Affiliates. (a1) Parent will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate --------- Transaction”"), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant ----------- (2) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 2.0 million shall be approved by the Board of Directors of Parent the Company or such Restricted Re- stricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 10.0 million, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor that and file the same with the Trustee. (2) The restrictions set forth in clause (1) shall not apply to: (a) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors; (b) transactions exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are -------- not otherwise prohibited by this Indenture; (c) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (d) Restricted Payments permitted by this Indenture; (e) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of the first sentence of paragraph (1) above; (f) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms thereof areof, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company -------- ------- or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders of the Securities in any material respect; (g) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by Board of Directors of the Company in good faith and loans to employees of the Company and its Subsidiaries which are approved by the Board of Directors of the Company in good faith; (h) the payment of all fees and expenses related to the Transactions; (i) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; and (j) fees payable to Apollo pursuant to the Management Agreement and the Shareholders' Agreement.

Limitations on Transactions with Affiliates. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 million 1,000,000 shall be approved by the Board of Directors of Parent the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 million5,000,000, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from an Independent Financial Advisor that a financial point of view, from a nationally recognized firm qualified to do the business for which it is engaged and file the same with the Trustee. (b) The restrictions set forth in clause (a) above shall not apply to (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (ii) transactions exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or re- placement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (iv) Restricted Payments permitted by this Indenture; (v) the Tax Sharing Agreement; (vi) employment agreements with officers and employees of the Company and its Restricted Subsidiaries, in the ordinary course of business; (vii) loans and advances to employees not to exceed $500,000 outstanding at any one time, in the ordinary course of business; (viii) provided that there is no existing Event of Default, payments pursuant to the terms thereof areof the Management Agreement; and (ix) arrangements with directors of the Company existing on the Issue Date as disclosed in the Offering Memorandum.

Limitations on Transactions with Affiliates. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 €5.0 million shall be approved by the Board of Directors of Parent the Company or such Restricted Subsidiary, Subsidiary as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to which are similar or part of a common plan) that involves an aggregate fair market value of more than $25.0 €10.0 million, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor that (a) and file the terms thereof aresame with the Trustee.

Limitations on Transactions with Affiliates. (a) Parent Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Parent Holdings or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 2.0 million shall be approved by a majority of disinterested members of the Board of Directors of Parent Holdings, the Issuers or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions; or, in the event that there are no disinterested directors, the Trustee has received a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction are fair, from a financial point of view, to Holdings, the Issuer or the Restricted Subsidiary involved in such Affiliate Transaction, as the case may be. If Parent Holdings or any Restricted Subsidiary of Parent Holdings enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 5.0 million, Parent Holdings or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain an opinion that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a favorable opinion comparable transaction at such time on an arm's-length basis from a Person that is not an Independent Financial Advisor Affiliate. (b) The restrictions set forth in this covenant shall not apply to: (1) reasonable fees and compensation (including employment benefits) paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of Holdings, Intermediate Holdings, the Issuers or any Restricted Subsidiary of Holdings, including without limitation any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation or employee benefit arrangements such as options to purchase Capital Stock of Holdings, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of officers and employees approved by the Board of Directors and/or Managers; (2) transactions exclusively between or among Holdings and/or any of their Wholly Owned Restricted Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided that such transactions are not otherwise prohibited by this Indenture; (a3) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (4) any Restricted Payment (other than a Restricted Investment) permitted to be made pursuant to Section 4.7 hereof; (5) to the extent permitted by law, loans or advances to employees, officers or directors in the ordinary course of business of Holdings, the Issuers or any of their Restricted Subsidiaries but in any event not to exceed $1.0 million in the aggregate outstanding at any one time with respect to all loans or advances made since the Issue Date; (6) Guarantees issued by Holdings, the Issuers or a Restricted Subsidiary for the benefit of the Issuers or a Restricted Subsidiary, as the case may be, in accordance with Section 4.9 hereof; (7) the terms thereof areissue and sale by Holdings of its Qualified Capital Stock; (8) any transaction with an Affiliate where the only consideration paid is Qualified Capital Stock of Holdings; (9) customary shareholders' and registration rights agreements among Holdings or a Restricted Subsidiary and the shareholders thereof; (10) the pledge of Capital Stock of Unrestricted Subsidiaries to support the Indebtedness thereof; and (11) commercial transactions entered into in the ordinary course of business with any joint venture to which Holdings or any Restricted Subsidiary is a party (so long as no Person (other than a Restricted Subsidiary) that is an Affiliate of Holdings has any direct or indirect interest in such joint venture).

Limitations on Transactions with Affiliates. (a) Parent will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate --------- Transaction”"), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant ----------- (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 1.0 million shall be approved by the Board of Directors of Parent the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 10.0 million, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion from an Independent Financial Advisor that (a) the terms thereof are,

Limitations on Transactions with Affiliates. (a) Parent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any assets property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of Parent the Company or such Restricted Subsidiary. (b) . All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other assets property with a fair market value in excess of $10.0 1.0 million shall be approved by the Board of Directors of Parent the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Parent the Company or any Restricted Subsidiary of Parent the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $25.0 5.0 million, Parent the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor that and file the same with the Trustee. (b) The restrictions set forth in clause (a) above shall not apply to (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the terms thereof areCompany or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries on the one hand and any Permitted Joint Venture on the other hand, so long as no portion of the remaining interest in the Permitted Joint Venture is owned by a Person who is an Affiliate of the Company (other than another Restricted Subsidiary of the Company); (iv) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (v) advances or loans to employees, officers and directors of the Company and its Restricted Subsidiaries permitted by clauses (iv) and (v) of the definition of "Permitted Investments"; and (vi) Restricted Payments permitted by this Indenture.