Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Person.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, sellenter into or permit to exist any transaction or series of related transactions (including the purchase, leasesale, transfer lease or otherwise dispose exchange of any property, employee compensation arrangements or the rendering of its properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, service) with any Affiliate (each of the foregoing, Company (an “Affiliate Transaction”) involving aggregate payments or consideration made by unless the Company or any Restricted Subsidiary in excess of $25.0 million, unless: terms thereof (ai) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been could be obtained at the time of such transaction in a comparable transaction by the Company or such Restricted Subsidiary arm’s-length dealings with a non-Affiliated PersonPerson who is not such an Affiliate; and and (bii) with respect to any if such Affiliate Transaction involving (or series of related Affiliate Transactions) involve aggregate payments in an amount in excess of $200.0 million10 million in any one year, the Company delivers to the Trustee a resolution of the Company’s Board of Directors (A) are set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause writing and (aB) above and such Affiliate Transaction is have been approved by a majority of the disinterested members of the Company’s Board of Directors. . (b) The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: foregoing paragraph shall not prohibit (1i) any Restricted Payment permitted to be paid pursuant to the covenant described under Section 6.04 herein; (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment agreementarrangements, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary stock options and stock ownership plans in the ordinary course of business and payments thereto; approved by the Board of Directors or a committee thereof; (2iii) transactions between the grant of stock options or among the Company similar rights to employees and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate directors of the Company solely because in the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment ordinary course of reasonable business and customary fees and reimbursements of expenses (pursuant to indemnity arrangements plans approved by the Board of Directors or otherwisea committee thereof; (iv) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in Company or its Restricted Subsidiaries; (v) fees, compensation or employee benefit arrangements paid to and indemnity provided for the definition benefit of “Credit Facilities” and permitted under paragraph (1) directors, officers or employees of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; ; or (15vi) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions Affiliate Transaction between the Company or any and a Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Personbetween Restricted Subsidiaries.

Transactions with Affiliates. The Company shall notTransfer, and shall not permit any Restricted Subsidiary to, sell, lease, transfer sell or otherwise dispose of any of its properties or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or enter into otherwise engage in any contract, agreement, understanding, loan, advance or Guarantee other transactions with, or for the benefit ofany of its Affiliates, any Affiliate except (each of the foregoing, an “Affiliate Transaction”A) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business at prices and payments thereto; on terms and conditions not less favourable to the Company than could be obtained on an arm’s-length basis from unrelated third parties, (2B) transactions between or among the Company and one the Parent not involving any other Affiliate, (C) any Restricted Payment permitted by Section 5(b)(ix), and (D) as otherwise expressly permitted pursuant to this Agreement and the Security Documents. Except as otherwise expressly permitted pursuant to the terms of this Agreement and the other Security Documents, the Company will not enter into any transaction or more Restricted Subsidiaries; (3) series of transactions with Affiliates which involve an outflow of money or other property from the Company to an Affiliate, including repayment of Debt, or payment of management fees, affiliation fees, administration fees, compensation, salaries, asset purchase payments or any other type of fees or payments similar in nature, other than on terms and conditions substantially as favourable to the Company as would be obtainable by the Company in a reasonably comparable arm’s-length transaction with a Person (other than an Unrestricted SubsidiaryAffiliate. The foregoing restrictions shall not apply to: (A) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants directors of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do who are not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor(B) any other transaction with any employee, which is approved by the Board of Directors officer or director of the Company pursuant to employee profit sharing and/or benefit plans and compensation and non-competition arrangements in good faith, or any lease entered into between amounts customary for corporations similarly situated to the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business and approved by the board of directors of the Company, or consistent with past practice (including, including without limitation, C) any cash management activities related thereto); (17) the payment reimbursement of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is incurred by an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Personbehalf of or for the account of the Company.

Transactions with Affiliates. The Company OI Group shall not, and shall not permit any of its Restricted Subsidiary 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, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each of the foregoingeach, an “Affiliate Transaction”) involving aggregate payments or in consideration made by the Company or any Restricted Subsidiary in excess of $25.0 5.0 million, unless: (a1) such Affiliate Transaction is on terms that are no less favorable to OI Group or the Company or such relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company OI Group or such Restricted Subsidiary with a non-Affiliated an unrelated Person; and (b2) OI Group delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 5.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above this Section 4.16 and that such Affiliate Transaction is has been approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed to be Affiliate Transactions and and, therefore, will shall not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer transactions between or director indemnification agreement or any similar arrangement entered into by the Company or any among OI Group and/or its Restricted Subsidiary in the ordinary course of business and payments theretoSubsidiaries; (2) transactions between or among OI Group and/or its Restricted Subsidiaries on the Company one hand, and one or more Restricted SubsidiariesOI Inc. on the other, that are in the ordinary course of business consistent with past practices; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate payment of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Personreasonable directors’ fees; (4) Restricted Payments that are permitted by Section 4.12; (5) the payment of customary annual management, consulting, monitoring and advisory fees and related expenses to KKR and its Affiliates; (6) the payment of reasonable and customary fees paid to, and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of provided on behalf of, officers, directors, employees or consultants of the Company OI Group, any of its direct or indirect parent corporations or any Restricted SubsidiarySubsidiary of OI Group; (57) payments by OI Group or any of its Restricted Subsidiaries to KKR and its Affiliates for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of OI Group in good faith; (8) transactions in which OI Group or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an investment banking firm of nationally recognized standing stating that such transaction is fair to OI Group or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of the preceding paragraph; (9) in addition to any payments referred to in (6) above, payments or loans to officers, directors and employees of OI Group, any of its direct or indirect parent corporations or any Restricted Subsidiary of OI Group for business or personal purposes and other loans and advances, in accordance with any policy of OI Group which shall have been approved by the Board of Directors of OI Group in good faith from time to time, to such officers, directors and employees for travel, entertainment, moving and other relocation expenses made in the ordinary course of business of OI Group, any of its direct or indirect parent corporations or any Restricted Subsidiary of OI Group; (10) any agreement in effect as of the Issue Date or any amendment thereto (so long as such amendment is not disadvantageous to the Holders in any material respect) or any transaction contemplated thereby; (11) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business which are fair to OI Group or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of OI Group or the senior management thereof; (12) the issuance of Equity Interests (other than Disqualified Stock) of OI Group or the Company to Affiliates any of the Company;Principals; and (613) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction transactions involving the transfer sale of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers accounts receivables by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company OI Group or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or special purpose vehicle established by any Restricted Subsidiary of them to purchase and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Personsell receivables.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any payment to, or sell, lease, transfer transfer, exchange 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 transactions, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each Affiliate, officer or director of the foregoingCompany (each, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: (a1) such Affiliate Transaction is on terms that are no less favorable to the Company or such the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with a non-Affiliated an unrelated Person; and (b2) with respect to any Affiliate Transaction involving aggregate payments or series of related Affiliate Transactions with a fair market value in excess of $200.0 US$75.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such or series of related Affiliate Transaction is Transactions has been approved by a majority of the disinterested members of the Company’s Board of Directors. Directors of the Company. (b) The following items shall not be deemed not to constitute Affiliate Transactions and and, therefore, will shall not be subject to the provisions of the prior paragraphparagraph (a) above: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments theretoconsistent with the past practice of the Company or such Restricted Subsidiary; (2) transactions between or among the Company and one or more and/or the Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, owns an Equity Interest inin such Person, provided such transactions are on terms that are no less favorable to the Company or controls, the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unrelated Person; (4) payment of reasonable and customary directors fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants Persons who are not otherwise Affiliates of the Company or any Restricted SubsidiaryCompany; (5) any issuance sales of Equity Interests (of the Company, other than Disqualified Stock) of the Company Stock or Back-to-Back Securities, to Affiliates of the Company; (6) any agreement or arrangement as in effect on October 8, 2003 or any amendment thereto or any transaction contemplated thereby, including pursuant to any amendment thereto, in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or the Restricted Payments and Permitted Investments that do not violate Subsidiaries, as the provisions of Section 4.9case may be, in any material respect than the original agreement as in effect on October 8, 2003; (7) payments to an Affiliate in respect Restricted Payments that are permitted by the provisions of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-AffiliatesSection 4.10 hereof; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstandingPermitted Investments; (9) any transaction Tax Benefit Transaction; and (10) transactions effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonTransaction.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiary 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, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each of the foregoingeach, an “"Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million"), unless: (a1) such the Affiliate Transaction is on terms that are no less favorable to the Company or such the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a non-Affiliated Personresolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 20.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing;. The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of the prior paragraph: (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (141) any lease employment or indemnity agreement entered into between by the Company or any of its Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into Subsidiaries in the ordinary course of business or and consistent with the past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent such Restricted Subsidiary; (2) transactions between or among the Company and/or its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company pursuant solely because the Company owns an Equity Interest in, or controls, such Person; (4) payment of reasonable directors fees to a stockholders agreement or a registration rights agreement entered into on or after Persons who are not otherwise Affiliates of the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreementsCompany; (5) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company; (6) Restricted Payments that are permitted by Section 4.07 hereof; and (187) transactions between 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 and other reasonable fees, compensation, benefits and indemnities paid or entered into by the Company or any of its Restricted Subsidiary and any PersonSubsidiaries in the ordinary course of business to or with officers, which is an Affiliate solely due to a director directors or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director employees of the Company on any matter involving such other Personand its Restricted Subsidiaries.

Transactions with Affiliates. The Company Issuer shall not, and nor shall not it permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any of its properties or assets Restricted Subsidiaries to, enter into any transaction (including the purchase, sale, lease or purchase exchange of any property or assets from, or enter into the rendering of any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”service) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary payment in excess of $25.0 million1,200,000 in any individual transaction (it being understood that the threshold set forth above shall not apply to exempt more than $6,000,000 of payments (excluding, unlessfor the avoidance of doubt, any payment permitted in reliance on the proviso below) from the application of this Section 6.09) with any of their respective Affiliates on terms that are less favorable to the Issuer or such Restricted Subsidiary, as the case may be (as reasonably determined by the Issuer), than those that might be obtained at the time in a comparable arm’s-length transaction from a Person who is not an Affiliate; provided that the foregoing restriction shall not apply to: (a) any transaction between or among the Issuer and/or one or more Restricted Subsidiaries and/or Affiliated Practices (or any entity that becomes a Restricted Subsidiary or Affiliated Practice as a result of such Affiliate Transaction is on terms that are no less favorable transaction) to the Company extent permitted or such Restricted Subsidiary than those that would have been obtained in a comparable transaction not restricted by the Company or such Restricted Subsidiary with a non-Affiliated Person; andthis Agreement; (b) with respect to any Affiliate Transaction involving aggregate payments issuance, sale or grant of securities or other payments, awards or grants in excess cash, securities or otherwise pursuant to, or the funding of $200.0 millionemployment arrangements, stock options and stock ownership plans approved by the board of directors (or equivalent governing body) of any Parent Company delivers to the Trustee a resolution or of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company Issuer or any Restricted Subsidiary; (5i) any issuance collective bargaining, employment or severance agreement or compensatory (including profit sharing) arrangement entered into by the Issuer or any of Equity Interests its Restricted Subsidiaries with their respective current or former officers, directors, members of management, managers, employees, consultants or independent contractors or those of any Parent Company, (other than Disqualified Stockii) any subscription agreement or similar agreement pertaining to the repurchase of the Company Capital Stock pursuant to Affiliates put/call rights or similar rights with current or former officers, directors, members of the Companymanagement, managers, employees, consultants or independent contractors and (iii) transactions pursuant to any employee compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers current or former officers, directors, members of management, managers, employees, consultants or independent contractors or any employment contract or arrangement; (6d) Restricted Payments (i) transactions permitted by Sections 6.01(d), (o) and Permitted Investments that do (ee), 6.04 and 6.06(h), (m), (o), (t), (v), (y), (z) and (aa) and (ii) issuances of Capital Stock and issuances and incurrences of Indebtedness not violate the provisions of Section 4.9restricted by this Agreement; (7e) payments transactions in existence on the Closing Date and any amendment, modification or extension thereof to an Affiliate the extent such amendment, modification or extension, taken as a whole, is not (i) materially adverse to the Purchasers or (ii) more disadvantageous to the Purchasers than the relevant transaction in existence on the Closing Date; (f) the payment of all indemnification obligations owed to any Investor and any of their respective directors, officers, members of management, managers, employees and consultants, and (ii) the payment or reimbursement of all expenses owed to any Investor and any of their respective directors, officers, members of management, managers, employees and consultants, whether currently due or paid in respect of accruals from prior periods, provided that the Notes or aggregate amount of expenses that may be paid in any other Indebtedness of the Company or any Restricted Subsidiary Fiscal Year in reliance on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliatesthis clause (f)(ii) shall not exceed $500,000; (8) loans g) the Transactions, including the payment of Transaction Costs; (h) [reserved]; (i) Guarantees permitted by Section 6.01 or advances to employees Section 6.06; (j) transactions among the Issuer, its Restricted Subsidiaries and/or any Affiliated Practice that are otherwise permitted (or not restricted) under this Article 6; (k) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors (or similar governing body), officers, employees, members of management, managers, consultants and independent contractors of the Issuer and/or any of its Restricted Subsidiaries in the ordinary course of business not to exceed $1.0 million and, in the aggregate at case of payments to such Person in such capacity on behalf of any one time outstandingParent Company, to the extent attributable to the operations of the Issuer or its subsidiaries; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11l) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority customers, clients, suppliers, joint ventures, purchasers or sellers of the disinterested members goods or services or providers of the Company’s Board of Directors (employees or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures labor entered into in the ordinary course of business business, which are (i) fair to the Issuer and/or its applicable Restricted Subsidiary in the good faith determination of the board of directors (or consistent with past practice similar governing body) of the Issuer or the senior management thereof or (including, including without limitation, any cash management activities related thereto)ii) on terms at least as favorable as might reasonably be obtained from a Person other than an Affiliate; (17m) the payment of reasonable out-of-pocket costs and expenses relating related to registration rights and customary indemnities provided to stockholders shareholders under any shareholder agreement; (n) [reserved]; (o) [reserved]; (p) any transaction consummated in connection with any Permitted Practice Subsidiary Restructuring; (q) any transaction (or series of related transactions) approved by a majority of the Company disinterested directors (or members of any parent similar governing body) of the Issuer; (r) any investment by any Investor or Parent Company pursuant in securities or Indebtedness of the Issuer and/or any Guarantor; (s) any payment to a stockholders agreement or a registration rights agreement entered into on from, and/or any transaction with, any joint venture in the ordinary course of business or after consistent with past practice, industry practice or industry norms (including, any cash management activity related thereto); (t) the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreementsTransactions and the incurrence of any Indebtedness hereunder; and (18u) transactions between (i) any Investment by any Affiliate in the Company Notes, loans, securities or other Indebtedness of the Issuer and/or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Issuer or such Restricted Subsidiary generally to other investors on the same or more favorable terms and (ii) payments and/or distributions to Affiliates in respect of the Notes, loans, securities or Indebtedness of the Issuer or any Restricted Subsidiary in connection with the securities and any Personother Indebtedness contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Issuer and the Restricted Subsidiaries, which is an Affiliate solely due to a director or directors in each case, in accordance with the terms of such Person (securities or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonIndebtedness.

Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary of its PGS Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into any transaction, including, without limitation any contract, agreement, agreement or understanding, loan, advance or Guarantee with, or for the benefit of, with any Affiliate (each of the foregoing, an “"Affiliate Transaction”"), unless (i) involving aggregate payments or consideration made by such Affiliate Transaction is a bona fide business transaction reasonably related to the business of the Company or any Restricted such PGS Subsidiary in excess of $25.0 million, unless:and (aii) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted PGS Subsidiary than those that would could have been obtained at the time of such transaction in a comparable transaction by the Company or such Restricted PGS Subsidiary with a non-Affiliated an unrelated Person; and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 million, provided that the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraphTransactions: (1a) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business prepaid expenses and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, similar items in the ordinary course of business; (15b) intellectual property licenses in the ordinary course purchases (and sales) of business; (16) payments to inventory and from, and transactions with, any Joint Ventures entered into services in the ordinary course of business on terms that are customary in the industry or consistent with past practice (including, including without limitation, any cash management activities related thereto)practices; (17c) the payment fees, compensation or employee benefit arrangements (including any grants of reasonable out-securities under employee benefit or option plans) paid to, and indemnity provided on behalf of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders , directors, officers or employees of the Company or such PGS Subsidiary in the ordinary course consistent with past practices; (d) transactions pursuant to agreements in effect on the Issue Date, including amendments thereto after the Issue Date, provided that the terms of such amendment are not, in the aggregate, less favorable to the Company than the terms of such agreement prior to such amendment; (e) any parent employment agreement (including customary benefits thereunder) entered into by the Company in the ordinary course of business and consistent with the current market practice or the past practice of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; andsuch PGS Subsidiary; (18f) dividend payments and other distributions permitted under Section 4.13; (g) the sale to an Affiliate of the Company of Common Equity of the Company; (h) transactions between the Company and its PGS Subsidiaries or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director between PGS Subsidiaries of the Company; provided, however, that any such director abstains from voting as a director of and (i) the Company on any matter involving such other Persontransactions contemplated by the Restructuring.

Transactions with Affiliates. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its their properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each of the foregoingIssuer (including Unrestricted Subsidiaries) involving aggregate consideration in excess of $5.0 million (each, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million), unless: (a1) such the Affiliate Transaction is on terms that that, taken as a whole, are no not materially less favorable to the Company Issuer or such its relevant Restricted Subsidiary than those that would could have been obtained in a comparable transaction by the Company Issuer or such Restricted Subsidiary with a nonan unrelated Person on an arm’s-Affiliated Personlength basis; and (b2) the Issuer delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 7.5 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors (or a committee of disinterested directors) of the Issuer set forth in an Officers’ Officer’s Certificate certifying that such Affiliate Transaction complies with clause (a) above this covenant and that such Affiliate Transaction is has been approved by a majority of the disinterested members of the Company’s Board of Directors. Directors of the Issuer (or a committee of disinterested directors) with respect to such Affiliate Transaction. (b) The following items shall will not be deemed to be Affiliate Transactions and therefore, will therefore shall not be subject to the provisions of the prior paragraph:Section 4.12(a): (1) any employment employment, consultancy, advisory or other compensatory agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company Issuer or any Restricted Subsidiary of the Issuer in the ordinary course of business and payments pursuant thereto; (2) transactions between or among the Company and one Issuer and/or its Restricted Subsidiaries or more any entity that becomes a Restricted SubsidiariesSubsidiary as a result of such transaction; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company Issuer solely because the Company Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary’ fees; (5) any issuance transaction in which the only consideration paid by the Issuer or any of its Restricted Subsidiaries is in the form of Equity Interests (other than Disqualified Stock) of the Company Issuer to Affiliates of the CompanyIssuer or any equity capital contribution made to the Issuer (other than in respect of Disqualified Stock) and any agreement that grants registration and other customary rights in connection therewith or otherwise to the direct or indirect security holders of the Issuer; (6) Permitted Investments (other than Permitted Investments of the type described in clause 2(b) of the definition thereof) or Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.94.08; (7) payments to an Affiliate any agreement as in respect effect as of the Notes Issue Date, including any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or any other Indebtedness refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings are not materially less favorable to the Holders of the Company Notes, in the good faith judgment of Senior Management or any Restricted Subsidiary the Board of Directors, as compared to the applicable agreement as in effect on the same basis as concurrent payments made or offered to be made in respect thereof to non-AffiliatesIssue Date; (8) loans transactions with customers, suppliers, contractors, joint venture partners or advances to employees purchasers or sellers of goods or services, in each case which are in the ordinary course of business not (including pursuant to exceed $1.0 million joint venture agreements) and otherwise in compliance with the terms of this Indenture, and which are fair to the Issuer and its Restricted Subsidiaries, as applicable, in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee reasonable determination of the Board of Directors consisting of disinterested members or Senior Management of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company Issuer or any Restricted Subsidiary of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted SubsidiaryIssuer, as applicable, of or are on terms, taken as a whole, at least as favorable as might reasonably have been obtained at such Affiliate Transaction time from a financial point of view issued by an accounting, appraisal or investment banking firm of national standingunaffiliated party; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (159) intellectual property licenses in the ordinary course of business; (1610) payments to any agreement between any Person and froman Affiliate of such Person existing at the time such Person is acquired by, and transactions withmerged into or amalgamated, arranged or consolidated with the Issuer or any Joint Ventures of its Restricted Subsidiaries; provided that such agreement was not entered into in contemplation of such acquisition, merger, amalgamation, arrangement or consolidation and any amendment thereto (so long as any such amendment is not materially less favorable to the ordinary course Holders of business the Notes, in the good faith judgment of Senior Management or consistent with past practice (includingthe Board of Directors, including without limitationas compared to the applicable agreement as in effect on the date of such acquisition, any cash management activities related theretomerger, amalgamation, arrangement or consolidation); (1711) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders any merger, amalgamation, arrangement, consolidation or other reorganization of the Company Issuer with an Affiliate solely for the purpose and with the sole effect of forming, collapsing or any parent dissolving a holding company structure or reincorporating or reorganizing the Issuer in a new jurisdiction; (12) pledges of the Company pursuant to a stockholders agreement Capital Stock or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreementsIndebtedness of Unrestricted Subsidiaries; and (1813) transactions between in which the Company Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Qualified Party stating that such transaction is fair to the Issuer or such Restricted Subsidiary and any Personfrom a financial point of view or stating that the terms, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting taken as a director of whole, are not materially less favorable to the Company Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on any matter involving such other Personan arm’s-length basis.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of the Restricted Subsidiary 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, contract, agreement, understanding, loan, or advance with or Guarantee with, or guarantee for the benefit of, any Affiliate (each of the foregoingCompany (each, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 10.0 million, unless: (a1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Company or such the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated an unrelated Person; and (b2) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $200.0 50.0 million, the Company delivers to the Trustee a resolution adopted by the majority of the Company’s Board of Directors of the Company approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is has been approved by a majority of the disinterested members Board of Directors of the Company’s Board of Directors. Company and complies with Section 4.11(a)(1). (b) The following items shall will not be deemed to be Affiliate Transactions and and, therefore, will not be subject to the provisions of the prior paragraph:Section 4.11(a): (1) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of the Restricted Subsidiary Subsidiaries in the ordinary course of business or approved by the Board of Directors of the Company and payments pursuant thereto; (2) transactions between or among the Company and one or more and/or the Restricted Subsidiaries; (3) transactions with a any Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; provided that any Person that is jointly controlled by the Company and the Parent or its officers, directors or employees shall for purposes of this clause (3) be deemed to be “solely controlled” by the Company; (4) payment of reasonable fees or other reasonable compensation to, provision of customary benefits or indemnification agreements to, and customary fees and the reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of of, officers, directors, employees or consultants of the Company Company, any of the Restricted Subsidiaries or any Restricted Subsidiaryof the Company’s direct or indirect parent companies; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments (or transfers or issuances that would constitute Restricted Payments but for the exclusions from the definition thereof) that do not violate the provisions of Section 4.94.07 hereof and Permitted Investments; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees of the Company, any of its Subsidiaries or any of the Company’s direct or indirect parent companies in the ordinary course of business of the Company or the Restricted Subsidiaries not to exceed $1.0 50.0 million in the aggregate at any one time outstanding; (98) any agreement as in effect on the Issue Date and described in the Offering Memorandum (or described in a document incorporated by reference in the Offering Memorandum as of the Issue Date) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable in any material respect to the transfer of Receivables of Company or the type specified in Restricted Subsidiaries) and the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10transactions evidenced thereby; (109) any transfers by transactions in which the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicablethe case may be, of such Affiliate Transaction delivers to the trustee a letter from a financial point of view issued by an accounting, appraisal or investment banking firm of national standingstanding stating that such transaction meets the requirements of Section 4.11(a)(1); (1310) transactions with a Person who is not an Affiliate immediately before customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the consummation ordinary course of such transaction that becomes an Affiliate as a result business and otherwise in compliance with the terms hereof which are fair to the Company and the Restricted Subsidiaries, in the reasonable determination of such transaction; (14) any lease entered into between the Board of Directors of the Company or any Restricted Subsidiarythe senior management thereof, or are on terms at least as lessee and any Affiliate of the Company, favorable as lessor, which is approved might reasonably have been obtained at such time from an unaffiliated party (as determined by the Board of Directors of the Company or the senior management thereof in good faith); (11) transactions in the ordinary course with (i) Unrestricted Subsidiaries or (ii) joint ventures in which the Company or a Subsidiary of the Company holds or acquires an ownership interest (whether by way of Capital Stock or otherwise) so long as the terms of any such transactions are no less favorable to the Company or any Subsidiary participating in such joint ventures than they are to other joint venture partners; (12) the existence of, or the performance by the Company or any lease entered of the Restricted Subsidiaries of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational documents or 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 between thereafter; provided, however, that the existence of, or the performance by the Company or any Restricted SubsidiarySubsidiary 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 (12) to the extent that the terms of any such amendment or new agreement, taken as lesseea whole, is no less favorable to the Company and any Affiliate the Restricted Subsidiaries than the agreement in effect on the Issue Date (as determined by the Board of Directors of the Company or the senior management thereof in good faith); (13) the provision of services to directors or officers of the Company, as lessor, any of the Restricted Subsidiaries or any of the Company’s direct or indirect parent companies of the nature provided by the Company or any of the Restricted Subsidiaries to customers in the ordinary course of business; (14) transactions undertaken in good faith for the purpose of improving the consolidated tax efficiency of the Company, its Subsidiaries or the Company’s direct or indirect parent companies; (15) intellectual property licenses in the ordinary course any Incurrence of business;Indebtedness permitted by Section 4.09; and (16) payments to transactions contemplated by the Paladin Merger and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonPaladin Acquisition.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary 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, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each of the foregoingeach, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 100.0 million, unless: (ai) such the Affiliate Transaction is on terms that are no less favorable favorable, taken as a whole, to the Company or such the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated an unrelated Person, as determined by the Company in good faith; and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 750.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is has been approved by a majority of the disinterested members of the Company’s Board of Directors. Directors of the Company. (b) The following items shall not be deemed not to be Affiliate Transactions and and, therefore, will not be subject to the provisions of the prior paragraphSection 4.13(a) hereof: (1i) any employment agreement, employee benefit plan, officer or director indemnification agreement or any benefit or similar arrangement plan entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and payments theretoof the Company or such Restricted Subsidiary; (2ii) transactions between or among the Company and one or more and/or its Restricted Subsidiaries; (3iii) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4iv) the payment of reasonable compensation and fees to, and the provision of customary fees and reimbursements of expenses (pursuant to indemnity arrangements indemnities to, current or otherwise) of former officers, directors, employees or consultants of the Company or any of its Restricted SubsidiarySubsidiaries; (5v) any issuance issuances or sales of Equity Interests (other than Disqualified Stock) of the Company to Affiliates or employees of or consultants to the Company; (6vi) Restricted Payments and Permitted Investments that do not violate are permitted by the provisions of Section 4.94.8 hereof and Permitted Investments; (7vii) payments transactions effected pursuant to an Affiliate agreements in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary effect on the same basis date of this Indenture and any amendment, modification or replacement to such agreement (so long the as concurrent payments made amendment, modification or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees replacement is not, in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members good faith judgment of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness , materially more disadvantageous to the Company or such Restricted Subsidiary, taken as applicablea whole, than the terms of those agreements in effect on the date of this Indenture); (viii) [reserved]; (ix) transactions with a Permitted Joint Venture in which the Company or any Restricted Subsidiary holds or acquires an ownership interest (whether by way of Capital Stock or otherwise) so long as the terms of any such transactions, in the good faith judgment of the Company, are not materially less favorable, taken as a whole, to the Company or such Restricted Subsidiary than they are to other joint venture partners; (x) any agreement that grants registration and other customary rights in connection therewith or otherwise to the direct or indirect security holders of the Company or any Restricted Subsidiary (and the performance of such Affiliate Transaction agreements); (xi) transactions with Affiliates solely in their capacity as Holders of Indebtedness or Capital Stock of the Company or any of its Restricted Subsidiaries, where such Affiliates receive the same consideration as non-Affiliates in such transactions; (xii) transactions affected as part of a Qualified Securitization Transaction; and (xiii) transactions in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a copy of a letter from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before standing addressed to the consummation of Company stating that such transaction that becomes an Affiliate as a result meets the requirements of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related theretoSection 4.13(a)(i); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Person.

Transactions with Affiliates. The Company It shall not, and nor shall not it permit any Restricted Subsidiary of its Subsidiaries (other than any Newco Subordinated Guarantor) to, sell, lease, transfer lease or otherwise dispose of transfer any of its properties property or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or enter into otherwise engage in any contract, agreement, understanding, loan, advance or Guarantee other transactions with, or for the benefit ofany of its Affiliates, any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: except (a) such Affiliate Transaction is transactions on terms that are no and conditions not less favorable favorable, considered as a whole, to the Company BDC or such Restricted Newco Senior Guarantor or Subsidiary than those that would have been could be obtained in a comparable transaction by the Company or such Restricted Subsidiary with a nonon an arm’s-Affiliated Person; and length basis from unrelated third parties, (b) with respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one BDC or more Restricted Subsidiaries; such Newco Senior Guarantor or Subsidiary not involving any other Affiliate, (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5c) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facilitysecurities, or any transaction involving the transfer of Receivables of the type specified other payments, awards or grants in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company cash, securities or any Restricted Subsidiary otherwise pursuant to, or the funding of, employment arrangements, stock options and any lease entered into by the Company stock ownership plans or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority similar employee benefit plans for employees of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company BDC or such Restricted Newco Senior Guarantor or Subsidiary, as applicablewhich, of such Affiliate Transaction from a financial point of view issued by an accountingin each case, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is have been approved by the Governing Board of Directors of the Company in good faithUltimate Parent, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any payments of cash or transfers of debt securities or assets by any such director abstains from voting as a director Grantor and its consolidated Subsidiaries pursuant to this clause (c), shall not exceed $5,000,000 in any fiscal year of the Company Ultimate Parent, (d) the existence of, or performance by BDC or such Newco Senior Guarantor or Subsidiary of its obligations under the terms of, any tax sharing agreement pursuant to which taxes are allocated to BDC or such Newco Senior Guarantor or Subsidiary on a fair and reasonable basis, (e) the Shared Services Transactions and (f) the issuance by BDC or such Newco Senior Guarantor or Subsidiary of Equity Interests to, or the receipt of any matter involving such other Personcapital contribution from, its parent entity and (g) the “Restructuring Transactions” under (and as defined in) the Reorganization Plan.

Transactions with Affiliates. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, enter into any transaction or series of transactions with any Affiliate (other than, in the case of the Company, any Restricted Subsidiary toand, sellin the case of a Restricted Subsidiary, leasethe Company or any other Restricted Subsidiary) other than upon fair and reasonable terms not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, transfer except (i) agreements and transactions with and payments to officers, directors and shareholders that are either (A) entered into in the ordinary course of business and not prohibited by any of the other provisions of this Agreement, or (B) entered into outside the ordinary course of business, approved by the directors or equity holders of the Company, and not prohibited by any of the other provisions of this Agreement or in violation of any law, rule or regulation, (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise dispose of any of its properties or assets pursuant to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit funding of, any Affiliate employment arrangements, stock options, stock ownership plans, including restricted stock plans, stock grants, directed share programs and other equity based plans and the granting of stockholder rights of registration rights approved by the Company, (each of the foregoing, an “Affiliate Transaction”iii) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; and (b) with respect to may enter into any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by with directors, officers, consultants and employees of the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary may pay fees and reimbursements of expenses (pursuant indemnities to indemnity arrangements or otherwise) of directors, officers, directors, consultants and employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; , (15iv) intellectual property licenses in (A) any purchase by the ordinary course Company of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders Equity Interests of the Company or any parent contribution by the Company to the equity capital of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and and (18B) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors acquisition of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director Equity Interests of the Company on and any matter involving such other Personcontribution by any equity holder of the Company to the equity capital of Company, (v) Restricted Payments permitted by Section 5.02(d) and Investments permitted by Section 5.02(e), (vi) the Transactions and (vii) the incurrence of intercompany Indebtedness permitted by Section 5.02(b).

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of the Restricted Subsidiary 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, contract, agreement, understanding, loan, or advance with or Guarantee with, or guarantee for the benefit of, any Affiliate (each of the foregoingCompany (each, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 10.0 million, unless: (a1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Company or such the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated an unrelated Person; and (b2) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $200.0 50.0 million, the Company delivers to the Trustee a resolution adopted by the majority of the Company’s Board of Directors of the Company approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is has been approved by a majority of the disinterested members Board of Directors of the Company’s Board of Directors. Company and complies with Section 4.11(a)(1). (b) The following items shall will not be deemed to be Affiliate Transactions and and, therefore, will not be subject to the provisions of the prior paragraph:Section 4.11(a): (1) any employment or consulting agreement, incentive agreement, employee benefit plan, severance agreement, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of the Restricted Subsidiary Subsidiaries in the ordinary course of business or approved by the Board of Directors of the Company and payments pursuant thereto; (2) transactions between or among the Company and one or more and/or the Restricted Subsidiaries; (3) transactions with a any Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; provided that any Person that is jointly controlled by the Company and the Parent or its officers, directors or employees shall for purposes of this clause (3) be deemed to be “solely controlled” by the Company; (4) payment of reasonable fees or other reasonable compensation to, provision of customary benefits or indemnification agreements to, and customary fees and the reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of of, officers, directors, employees or consultants of the Company Company, any of the Restricted Subsidiaries or any Restricted Subsidiaryof the Company’s direct or indirect parent companies; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments (or transfers or issuances that would constitute Restricted Payments but for the exclusions from the definition thereof) that do not violate the provisions of Section 4.94.07 hereof and Permitted Investments; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees of the Company, any of its Subsidiaries or any of the Company’s direct or indirect parent companies in the ordinary course of business of the Company or the Restricted Subsidiaries not to exceed $1.0 50.0 million in the aggregate at any one time outstanding; (98) any agreement as in effect on the Issue Date and described in the Offer to Exchange (or described in a document incorporated by reference in the Offer to Exchange as of the Issue Date) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable in any material respect to the transfer of Receivables of Company or the type specified in Restricted Subsidiaries) and the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10transactions evidenced thereby; (109) any transfers by transactions in which the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicablethe case may be, of such Affiliate Transaction delivers to the trustee a letter from a financial point of view issued by an accounting, appraisal or investment banking firm of national standingstanding stating that such transaction meets the requirements of Section 4.11(a)(1); (1310) transactions with a Person who is not an Affiliate immediately before customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the consummation ordinary course of such transaction that becomes an Affiliate as a result business and otherwise in compliance with the terms hereof which are fair to the Company and the Restricted Subsidiaries, in the reasonable determination of such transaction; (14) any lease entered into between the Board of Directors of the Company or any Restricted Subsidiarythe senior management thereof, or are on terms at least as lessee and any Affiliate of the Company, favorable as lessor, which is approved might reasonably have been obtained at such time from an unaffiliated party (as determined by the Board of Directors of the Company or the senior management thereof in good faith); (11) transactions in the ordinary course with (i) Unrestricted Subsidiaries or (ii) joint ventures in which the Company or a Subsidiary of the Company holds or acquires an ownership interest (whether by way of Capital Stock or otherwise) so long as the terms of any such transactions are no less favorable to the Company or any Subsidiary participating in such joint ventures than they are to other joint venture partners; (12) the existence of, or the performance by the Company or any lease entered of the Restricted Subsidiaries of its obligations under the terms of, any limited liability company agreement, limited partnership or other organizational documents or 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 between thereafter; provided, however, that the existence of, or the performance by the Company or any Restricted SubsidiarySubsidiary 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 (12) to the extent that the terms of any such amendment or new agreement, taken as lesseea whole, is no less favorable to the Company and any Affiliate the Restricted Subsidiaries than the agreement in effect on the Issue Date (as determined by the Board of Directors of the Company or the senior management thereof in good faith); (13) the provision of services to directors or officers of the Company, as lessor, any of the Restricted Subsidiaries or any of the Company’s direct or indirect parent companies of the nature provided by the Company or any of the Restricted Subsidiaries to customers in the ordinary course of business; (14) transactions undertaken in good faith for the purpose of improving the consolidated tax efficiency of the Company, its Subsidiaries or the Company’s direct or indirect parent companies; (15) intellectual property licenses in the ordinary course any Incurrence of business;Indebtedness permitted by Section 4.09; and (16) payments to transactions contemplated by the Paladin Merger and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonPaladin Acquisition.

Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary 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, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate involving aggregate payments or consideration in excess of $10 million (each of the foregoingeach, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: (a1) such Affiliate Transaction is is, considered in light of any series of related transactions of which it comprises a part, on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would might reasonably have been obtained at such time in a comparable transaction by the Company or series of related transactions on an arm’s-length basis from a Person that is not such Restricted Subsidiary with a non-Affiliated Personan Affiliate; and (b2) with respect to any Affiliate Transaction involving aggregate payments in excess consideration of $200.0 million, 35 million or more to the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that or such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by Restricted Subsidiary, a majority of the disinterested members of the Company’s Board of Directorsthe Company (and of any other affected Restricted Subsidiary, where applicable) shall, prior to the consummation of any portion of such Affiliate Transaction, have approved such Affiliate Transaction, as evidenced by a resolution of its Board. The following items shall not be deemed Affiliate Transactions and therefore, foregoing restrictions will not be subject to the provisions of the prior paragraphapply to: (1) reasonable fees, compensation and benefit arrangements (including any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary such compensation in the ordinary course form of business Equity Interests not derived from Disqualified Capital Stock, together with loans and payments thereto; (2advances, the proceeds of which are used to acquire such Equity Interests) transactions between or among the Company paid to, and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company ownsindemnity provided on behalf of, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiaryits Subsidiaries as determined in good faith by the Board or senior management; (52) any issuance transaction solely between or among the Company and any of its Restricted Subsidiaries or between two or more Restricted Subsidiaries to the extent any such transaction is otherwise in compliance with, or not prohibited by, this Indenture; (3) any Restricted Payment permitted by Section 4.07 hereof or any Permitted Investment; (4) sales of Equity Interests (other than Disqualified Capital Stock) of the Company to Affiliates any of the Company’s Affiliates; (5) the pledge of the Equity Interests of Unrestricted Subsidiaries or joint ventures to support the Indebtedness thereof; (6) any transactions between the Company or any of its Restricted Payments Subsidiaries and Permitted Investments that do any Affiliate of the Company the Equity Interests of which Affiliate are owned solely by the Company or one or more of its Restricted Subsidiaries, on the one hand, and by persons who are not violate Affiliates of the provisions of Section 4.9Company or its Restricted Subsidiaries, on the other hand; (7) payments and transactions contemplated by the Related Party Agreements; (8) transactions pursuant to an Affiliate in respect of agreements existing on the Notes Issue Date and any modification thereto or any other Indebtedness of transaction contemplated thereby in any replacement agreement therefor so long as such modification or replacement is not more disadvantageous to the Company or any of our Restricted Subsidiary Subsidiaries in any material respect than the respective agreement existing on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstandingIssue Date; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures joint ventures and Subsidiaries thereof and Unrestricted Subsidiaries relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs or that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of DirectorsBoard) (a director shall be disinterested if he or she has no interest in such Joint Venture joint venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); provided that no Affiliate of the Company (other than the Company’s Restricted Subsidiaries) has an interest (other than indirectly through the Company and other than Unrestricted Subsidiaries or such joint ventures) in any such joint venture or Unrestricted Subsidiary; (1210) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (1811) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Person; (12) [Reserved]; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; and (14) transactions contemplated by Transfer Agreements.

Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary of its Material Subsidiaries to, sell, lease, transfer lease or otherwise dispose of transfer any of its properties material property or assets to, or purchase purchase, lease or otherwise acquire any material property or assets from, or enter into otherwise engage in any contract, agreement, understanding, loan, advance or Guarantee other material transactions with, or for the benefit ofany of its Affiliates, any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: except (a) such Affiliate Transaction is in the ordinary course of business at prices and on terms that are no and conditions not less favorable to the Company or such Restricted Subsidiary than those that would have been could be obtained in a comparable transaction by the Company or such Restricted Subsidiary with a nonon an arm's-Affiliated Person; and length basis from unrelated third parties, (b) with respect to transactions between or among any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above wholly owned Subsidiary and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted other wholly owned Subsidiary not involving any Affiliate not a wholly owned Subsidiary, (c) any payment on account of capital stock that is otherwise not prohibited by this Agreement, (d) consulting fees and expenses incurred in the ordinary course of business and payments thereto; (2) transactions between payable to former officers or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants directors of the Company or any Restricted Subsidiary; Subsidiary and (5e) any issuance of Equity Interests (other than Disqualified Stock) of payments by the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness Subsidiary to any Affiliate of the Company or any Restricted Subsidiary on in connection with allocated out-of-pocket expenses incurred in connection with any public or private offering, other issuance or sale of stock or other transaction for the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course benefit of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary toSubsidiary; provided, and any lease entered into by however, that this Section shall not limit the Company operation or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faitheffect of, or any lease entered into between the Company payments under, (i) any license, lease, service contract, purchasing agreement, disposition agreement or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures similar arrangement entered into in the ordinary course of business or consistent with past practice (including, including without limitation, between any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs Subsidiary and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant other Subsidiary or (ii) any joint venture to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between which the Company or any Restricted Subsidiary is a party entered into in connection with, or reasonably related to, its lines of business. The Company will not, and will not permit any Personof its Material Subsidiaries to, which is guarantee or otherwise provide credit support for the obligations of any non-Material Subsidiary, except guarantees or other credit support with respect to Debt in an Affiliate solely due to a director or directors aggregate principal amount of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Personnot more than $15,000,000.

Transactions with Affiliates. (a) The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, selldirectly or indirectly, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into any contractTransaction (including the sale, agreementpurchase, understandingexchange or lease of assets, loan, advance property or Guarantee with, services) with or for the benefit of, of any Affiliate (each of the foregoing, an “Affiliate Transaction”Company (other than the Company or a Restricted Subsidiary) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 2.0 million, unless:unless such Transaction is entered into in good faith and (a1) such Affiliate Transaction is on terms that are no not materially less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that would have been obtained be available in a comparable transaction by the Company or such Restricted Subsidiary Transaction in arm’s-length dealings with a non-Affiliated Person; andparty that is not an Affiliate of the Company, (b2) with respect to any Affiliate Transaction involving aggregate payments value in excess of $200.0 10.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate to the Trustee certifying that such Affiliate Transaction complies with clause (a1) above and above, and (3) with respect to any Transaction involving aggregate value in excess of $25.0 million, such Affiliate Transaction is approved by a majority of the disinterested members Disinterested Directors of the Board of Directors of the Company’s Board of Directors. The following items ; (b) However, Section 4.09(a) shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraphapply to: (1) any employment agreement, employee benefit plan, arrangements with any officer or director of the Company or any Restricted Subsidiary and payments, issuances of securities or other transactions pursuant thereto, including under any employment or severance agreement, stock option or stock incentive plans, long term incentive plans, other compensation arrangements and customary insurance or indemnification arrangements with officers or directors of the Company or any Restricted Subsidiary, in each case either entered into in the ordinary course of business or approved by the Disinterested Directors of the Board of Directors of the Company, (2) 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 Supplemental Indenture; provided that in the reasonable determination of the Board of Directors of the Company or the senior management of the Company, such transactions are on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company, (3) the payment of reasonable and customary compensation and fees to officers or directors of the Company or any Restricted Subsidiary who are not employees of the Company or any Affiliate of the Company, (4) loans or advances to officers, directors and employees of the Company or any Restricted Subsidiary made in the ordinary course of business in an aggregate amount not to exceed $2.0 million outstanding at any one time, (5) any Restricted Payments or Permitted Payments made in compliance with Section 4.08 or any Permitted Investments (other than Permitted Investments permitted pursuant to clauses (1)(iii) and (15) of the definition thereof (to the extent involving, prior to the making of such Permitted Investment, any Person other than the Company or a Subsidiary of the Company)), (6) any Transaction undertaken pursuant to (a) any contracts or agreements in existence on the Issue Date (as in effect on the Issue Date) (b) any amendment or replacement of any such agreements or (c) any agreements entered into hereafter that are similar to any such agreements, so long as, in the case of clause (b) or (c), the terms of any such amendment or replacement agreement or future agreement are, on the whole, no less advantageous to the Company or no less favorable to the Holders in any material respect than the agreement so amended or replaced or the similar arrangement agreement referred to in the preceding clause (a) or (b), respectively, (7) in the case of (1) contracts for (A) drilling or other oil-field services or supplies, (B) the sale, storage, gathering or transport of Hydrocarbons or (C) the lease or rental of office or storage space or (2) other operation-type contracts, any such contracts that are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary and third parties or, if none of the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, on terms no less favorable than those available from third parties on an arm’s-length basis, as determined (i) in the ordinary course case of business and payments thereto;contracts involving aggregate value of $50.0 million or less, by the Board of Directors of the Company or the senior management of the Company or (ii) in the case of contracts involving aggregate value in excess of $50.0 million, by the Disinterested Directors of the Board of Directors of the Company, (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions 8) any Transaction with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest equity interest in, or controls, such Person;, (49) payment any sale or other issuance of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants Qualified Capital Stock of the Company to, or any Restricted Subsidiary; receipt of a capital contribution from, an Affiliate (5) any issuance of Equity Interests (other than Disqualified Stockor a Person that becomes an Affiliate) of the Company to Affiliates of the Company;, (610) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of Transaction between the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered one hand and any Person deemed to be made an Affiliate solely because one or more directors of such Person is also a director of the Company or a Restricted Subsidiary, on the other hand; provided that such director or directors abstain from voting as a director of the Company or the Restricted Subsidiary, as applicable, in respect thereof to non-Affiliates;connection with the approval of the Transaction, (8) loans 11) indemnities of officers, directors and employees of the Company or advances to employees any Restricted Subsidiary permitted by law, statutory provision or employment agreement or other arrangement entered into in the ordinary course of business not to exceed $1.0 million in by the aggregate at Company or any one time outstanding;Restricted Subsidiary, (912) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1a) of Section 4.10; (10) any transfers guarantees by the Company or any Restricted Subsidiary toof performance of obligations of Unrestricted Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and any lease entered into (b) pledges by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary of Capital Stock in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority for the benefit of the disinterested members lenders or other creditors of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing;and (13) transactions with a Person who is not an Affiliate immediately before the consummation of such any transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between in which the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Companycase may be, as lessor, which delivers to the Trustee a letter from an independent advisor stating that such transaction is approved by the Board of Directors of the Company in good faith, or any lease entered into between fair to the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any such Restricted Subsidiary and any Person, which is an Affiliate solely due to from a director financial point of view or directors that such transaction meets the requirements of such Person clause (or a parent company 1) of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonSection 4.09(a).

Transactions with Affiliates. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its their properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each of the foregoingIssuer (including Unrestricted Subsidiaries) involving aggregate consideration in excess of $2.0 million (each, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million), unless: (a1) such the Affiliate Transaction is on terms that that, taken as a whole, are no not materially less favorable to the Company Issuer or such its relevant Restricted Subsidiary than those that would could have been reasonably obtained in a comparable transaction by the Company Issuer or such Restricted Subsidiary with a nonan unrelated Person on an arm’s-Affiliated Personlength basis; and (b2) the Issuer delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 10.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors (or a committee of disinterested directors) of the Issuer set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above this covenant and that such Affiliate Transaction is has been approved by a majority of the disinterested members of the Company’s Board of Directors. Directors of the Issuer (or a committee of disinterested directors) with respect to such Affiliate Transaction. (b) The following items shall will not be deemed to be Affiliate Transactions and therefore, will therefore shall not be subject to the provisions of the prior paragraph:Section 4.12(a): (1) any employment employment, consultancy, advisory or other compensatory agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company Issuer or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto; (2) transactions between or among the Company and one Issuer and/or the Restricted Subsidiaries or more any entity that becomes a Restricted SubsidiariesSubsidiary as a result of such transaction; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company Issuer solely because the Company Issuer owns, directly or through a one or more Restricted SubsidiarySubsidiaries, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary’ fees; (5) any issuance transaction in which the only consideration paid by the Issuer or any Restricted Subsidiary is in the form of Equity Interests (other than Disqualified Stock) of the Company Issuer to Affiliates of the CompanyIssuer or any equity capital contribution made to the Issuer (other than in respect of Disqualified Stock) and any agreement that grants registration and other customary rights in connection therewith or otherwise to the direct or indirect security holders of the Issuer; (6) Permitted Investments (other than Permitted Investments of the type described in clause 2(b) of the definition thereof) or Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.94.08; (7) payments to an Affiliate any agreement as in respect effect as of the Notes Issue Date, including any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or any other Indebtedness refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings are not materially less favorable to the Holders, in the good faith judgment of Senior Management or the Company or any Restricted Subsidiary Board of Directors, as compared to the applicable agreement as in effect on the same basis as concurrent payments made or offered to be made in respect thereof to non-AffiliatesIssue Date; (8) loans transactions with customers, suppliers, contractors, joint venture partners or advances to employees purchasers or sellers of goods or services, in each case which are in the ordinary course of business not (including pursuant to exceed $1.0 million joint venture agreements) and otherwise in compliance with the terms of this Indenture, and which are fair to the Issuer and the Restricted Subsidiaries, as applicable, in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee reasonable determination of the Board of Directors consisting of disinterested members or Senior Management of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company Issuer or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of or are on terms, taken as a whole, at least as favorable as might reasonably have been obtained at such Affiliate Transaction time from a financial point of view issued by an accounting, appraisal or investment banking firm of national standingunaffiliated party; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (159) intellectual property licenses in the ordinary course of business; (1610) payments to any agreement between any Person and froman Affiliate of such Person existing at the time such Person is acquired by, and transactions withmerged into or amalgamated, arranged or consolidated with the Issuer or any Joint Ventures Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition, merger, amalgamation, arrangement or consolidation and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings thereto (so long as any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement, or refinancing is not materially less favorable to the Holders, in the good faith judgment of Senior Management or the Board of Directors, as compared to the applicable agreement as in effect on the date of such acquisition, merger, amalgamation, arrangement or consolidation); (11) any merger, amalgamation, arrangement, consolidation or other reorganization of the Issuer with an Affiliate solely for the purpose of forming, collapsing or dissolving a holding company structure or reincorporating or reorganizing the Issuer in a new jurisdiction; (12) pledges of Capital Stock or Indebtedness of Unrestricted Subsidiaries; (13) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Qualified Party stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms, taken as a whole, are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been reasonably obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; (14) loans (or cancellation of loans) or advances to employees in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreementsbusiness; and (1815) transactions pursuant to the Stockholder’s Agreement, dated June 29, 2017, between the Company Issuer and X.X. Xxxxxx, the Shared Services Agreement, dated October 6, 2017, between the Issuer and X.X. Xxxxxx, and the Master Supply Agreement, dated June 29, 2017, between the Issuer and X.X. Xxxxxx, in each case as in effect on the Issue Date or any Restricted Subsidiary and any Person, which is an Affiliate solely due as amended or otherwise modified in a manner not materially adverse to a director or directors of such Person (or a parent company of such Person) also being a director the interests of the Company; providedholders of the Notes, however, that any such director abstains from voting taken as a director whole (in the good faith judgment of Senior Management or the Board of Directors of the Company on any matter involving such other PersonIssuer).

Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary of the Subsidiaries to, selldirectly or indirectly, lease, transfer or otherwise dispose of pay any of its properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, funds to or for the benefit account of, make any investment in or engage in any transaction with any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by other than the Company or any Restricted a Subsidiary none of the Equity Interests in excess which are owned directly or indirectly by an Affiliate of $25.0 millionthe Company that is not a Subsidiary), unlessexcept that: (a) the Company may declare and pay any dividend permitted by Section 6.05; (b) the Company or any Subsidiary may make payments or provide compensation, and reimburse related expenses, for services rendered by (i) any Affiliate who is an officer, director or employee of the Company or any Subsidiary and (ii) J. Xxxxxxx Xxxxxxxx; (c) the Company or any Subsidiary may make any investment permitted by Section 6.07; provided that any such transaction with an Affiliate Transaction referred to in clause (f) or (j) of Section 6.07 is on terms that are no less and conditions at least as favorable to the Company or such Restricted Subsidiary than those as the terms and conditions that would have been obtained apply in a comparable an arm’s length transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; andPerson not an Affiliate; (bd) with respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary (i) may make sales to or purchases from any Affiliate and, in connection therewith, extend credit, may make payments or provide compensation for services rendered by any Affiliate, and may engage in any other transaction with any Affiliate, in each case in the ordinary course of business and payments thereto; consistent with past practice or, in the case of any AEC Joint Venture Entity, on arms’ length terms, and (2ii) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate may repurchase common stock of the Company solely because the Company owns, directly or through a Restricted Subsidiary, from any Affiliate; provided that any such transaction with an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (Affiliate pursuant to indemnity arrangements clause (i) or otherwise(ii) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments is on terms and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis conditions at least as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness favorable to the Company or such Restricted Subsidiary, Subsidiary as applicable, of such Affiliate Transaction from a financial point of view issued by the terms and conditions that would apply (1) in an accounting, appraisal or investment banking firm of national standing; (13) transactions arm’s length transaction with a Person who is not an Affiliate immediately before or (2) in the consummation case of such a transaction that becomes relating to pension, deferred compensation, insurance or other benefit plans with an Affiliate as employee, in a result of such transaction;similar transaction with a non-Affiliate employee; and (14e) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of Subsidiary may engage in transactions with the Company, as lessor, which is approved by entities listed on Schedule 6.04 to the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or extent consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Personpractice.

Transactions with Affiliates. The Company shall Borrower will not, and shall will not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of cause any of its properties or assets Subsidiaries to, or purchase any property or assets from, or enter into any contracttransaction (including, agreement, understanding, loan, advance or Guarantee with, or for the benefit ofwithout limitation, any purchase, sale, lease or exchange of property or the rendering of any service) with any officer, director, stockholder or other Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company Borrower or any Restricted Subsidiary of its Subsidiaries, except in excess the ordinary course of $25.0 million, unless: (a) such Affiliate Transaction is on its business and upon fair and reasonable terms that are no less favorable to the Company or such Restricted Subsidiary it than those that it would have been be obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because Borrower or any of its Subsidiaries; provided, however, that nothing contained in this Section 8.7 shall prohibit: (i) transactions described on Schedule 8.7 (and any renewals or replacements thereof on terms not materially more disadvantageous to the Company owns, directly applicable Credit Party) or through a Restricted Subsidiary, an Equity Interest in, or controls, such Personotherwise expressly permitted under this Agreement; (4ii) payment of reasonable and customary fees and reimbursements of expenses transactions among the Borrower and/or the Subsidiary Guarantors not prohibited under this Agreement (pursuant provided that such transactions shall remain subject to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made applicable limitations and restrictions set forth in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted SubsidiariesAgreement); (12iii) any transactions with franchisees or Affiliates pursuant to the reasonable requirements of the business of such franchisee or Affiliate and on terms substantially no more favorable to such franchisee or Affiliate than those that such franchisee or Affiliate would obtain in a comparable arms-length transaction with a Person not an Affiliate; (iv) Equity Issuances with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as Borrower’s Capital Stock to the fairness to the Company or such Restricted Subsidiarydirectors, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee officers and any Affiliate employees of the CompanyCredit Parties pursuant to employee benefit plans, as lessor, which is employment agreements or other employment arrangements approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreementsBorrower; and (18v) transactions between the Company or any Restricted Subsidiary payment by the Borrower of reasonable compensation and any Personbenefits to its directors, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Personofficers and employees.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary 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, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 50.0 million, unless: (ai) such Affiliate Transaction is on terms that are no not materially less favorable favorable, taken as a whole, as determined in good faith by the Company or senior management thereof, to the Company or such its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a nonan unrelated Person on an arm’s-Affiliated Personlength basis; and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $200.0 million, 75.0 million is approved by the Company delivers to majority of the Trustee a resolution Board of Directors of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause . (ab) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items Section 4.11 hereof shall not be deemed Affiliate Transactions and therefore, will not be subject apply to the provisions of the prior paragraphfollowing: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2i) transactions between or among the Company and one any of its Restricted Subsidiaries (or more an entity that becomes a Restricted Subsidiary as a result of, or in connection with, such transaction, so long as neither such entity nor the selling entity was an Affiliate of the Company or any Restricted Subsidiary prior to such transaction); (ii) Restricted Payments permitted by Section 4.07 hereof and Permitted Investments; (iii) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements and agreements provided on behalf of, or entered into with, current or former officers, directors, employees or consultants of the Company or any of its Restricted Subsidiaries; (3iv) any agreement as in effect as of the Issue Date or any amendment, supplement, modification, extension or renewal thereto (so long as such amendments, supplements, modifications, extensions or renewals are not disadvantageous in any material respect to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date, as determined in good faith by the Board of Directors of the Company or the senior management thereof) and any transaction contemplated thereby as determined in good faith by the Company; (v) the Transactions and the payment of all fees and expenses related to the Transactions; (vi) transactions with customers (excluding leases), clients, suppliers, or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale 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 and 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 as determined by the Board of Directors of the Company or the senior management thereof; (vii) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Company and the granting and performance of any registration rights with respect thereto; (viii) payments or loans (or cancellation of loans) to current or former employees, officers, directors or consultants of the Company or any of its Restricted Subsidiaries and employment agreements, benefit plans, equity plans, stock option and stock ownership plans and other similar arrangements with such employees, officers, directors or consultants which, in each case, are approved by the Company in good faith; (ix) transactions with joint ventures or similar arrangements for the purchase or sale of goods, equipment and services entered into in the ordinary course of business; (x) transactions in which the Company or any Restricted Subsidiary, as the case may be, delivered 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 clause (i) of Section 4.11(a); (xi) the issuances of securities or other payments, loans (or cancellation of loans) awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, benefit plans, equity plans, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company in good faith; (xii) any contribution to the capital of the Company (other than in consideration of Disqualified Stock); (xiii) the provision to Unrestricted Subsidiaries of cash management, accounting and other overhead services in the ordinary course of business undertaken in good faith and not for the purpose of circumventing any covenant set forth in this Indenture; (xiv) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company ownsCompany, directly or through a Restricted Subsidiaryindirectly, an owns Equity Interest Interests in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18xv) transactions between with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests where such Affiliate receives the Company same consideration or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of treated the same as non-Affiliates in such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Persontransaction.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary 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 into, or make or amend, any transaction, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: (a1) such Affiliate Transaction is on terms that are no not materially less favorable favorable, taken as a whole, as determined in good faith by the Company (which determination shall be conclusive), to the Company or such the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a nonan unrelated Person on an arm’s-Affiliated Personlength basis; and (b2) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $200.0 50.0 million, the Company delivers to the Trustee a resolution adopted by the majority of the Company’s disinterested members of the Board of Directors of the Company approving such Affiliate Transaction and set forth in an Officers’ Officer’s Certificate certifying that such Affiliate Transaction complies with clause (a1) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items above. (b) Section 4.11(a) shall not be deemed Affiliate Transactions and therefore, will not be subject apply to the provisions of the prior paragraphfollowing: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more any of its Restricted Subsidiaries; (32) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate Restricted Payments permitted by Section 4.07 or the definition of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person“Permitted Investment”; (43) the payment of reasonable and customary compensation and fees paid to, and reimbursements of expenses (pursuant to indemnity arrangements indemnities provided for the benefit of, or otherwise) of employment, service or benefit plan agreements with or for the benefit of, former, current or future officers, directors, employees or consultants of the Company or any of its Restricted SubsidiarySubsidiaries; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (114) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion Subsidiaries, as the case may be, delivers to the fairness Trustee a letter from an Independent Financial Advisor either stating that such transaction is fair to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction Subsidiary from a financial point of view issued or stating that such terms are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an accountingunrelated Person on an arm’s-length basis; (5) (a) any of the Separation Documents and (b) any agreement as in effect as of the Issue Date, appraisal or investment banking firm any amendment, supplement, modification, extension or renewal thereto or thereof or any transaction contemplated thereby (including pursuant to any amendment, supplement, modification, extension or renewal thereto or thereof) or by any replacement agreement thereto (so long as any such amendment or replacement agreement is 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 as determined in good faith by the Company (which determination shall be conclusive)); (6) transactions with customers, clients, suppliers, or purchasers or sellers of national standinggoods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Company and its Restricted Subsidiaries, as determined in good faith by the Company (which determination shall be conclusive), or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (7) the sale or issuance of Equity Interests of the Company to any director, officer, employee or consultant of the Company or its Restricted Subsidiaries; (8) any issuances of securities or other payments, awards, grants in cash, securities or otherwise or loans (or cancellation of loans) to employees or consultants of the Company or any of its Restricted Subsidiaries pursuant to, or for the funding of, employment arrangements or agreements, stock option plans, stock ownership plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Company in good faith; (9) any transaction with any Person that is an Affiliate of the Company or any Restricted Subsidiary that would constitute an Affiliate Transaction solely because the Company or any Restricted Subsidiary owns (directly or indirectly) an equity interest in, or controls (including pursuant to any management agreement or otherwise), such Person; (10) transactions with joint ventures on terms that are not materially less favorable, taken as a whole, to the Company or any Restricted Subsidiary (as applicable), as determined in good faith by the Company (which determination shall be conclusive), than the other joint venture partner(s); (11) the Transactions and the payment of all fees and expenses related to the Transactions; (12) any contribution, sale, conveyance, transfer or other disposition of, or grant of a security interest in, Securitization Assets to a Securitization Special Purpose Entity and other transactions effected as part of, pursuant to or in connection with a Qualified Securitization Transaction; and (13) transactions with a Person who is not an Affiliate immediately before the consummation Affiliates solely in their capacity as holders of such transaction that becomes an Affiliate as a result Indebtedness or Capital Stock of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which where such Affiliate receives the same consideration or is an Affiliate solely due treated in the same manner as non-Affiliates that are party to a director or directors of such Person (or a parent company of have the benefit of) such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Persontransaction.

Transactions with Affiliates. (a) The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, selldirectly or indirectly, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into any contractTransaction (including the sale, agreementpurchase, understandingexchange or lease of assets, loan, advance property or Guarantee with, services) with or for the benefit of, of any Affiliate (each of the foregoing, an “Affiliate Transaction”Company (other than the Company or a Restricted Subsidiary) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 2.0 million, unless:unless such Transaction is entered into in good faith and (a1) such Affiliate Transaction is on terms that are no not materially less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that would have been obtained be available in a comparable transaction by the Company or such Restricted Subsidiary Transaction in arm’s-length dealings with a non-Affiliated Person; andparty that is not an Affiliate of the Company, (b2) with respect to any Affiliate Transaction involving aggregate payments value in excess of $200.0 10.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate to the Trustee certifying that such Affiliate Transaction complies with clause (a1) above and above, and (3) with respect to any Transaction involving aggregate value in excess of $25.0 million, such Affiliate Transaction is approved by a majority of the disinterested members Disinterested Directors of the Board of Directors of the Company’s Board of Directors. The following items ; (b) However, Section 4.09(a) shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraphapply to: (1) any employment agreement, employee benefit plan, arrangements with any officer or director of the Company or any Restricted Subsidiary and payments, issuances of securities or other transactions pursuant thereto, including under any employment or severance agreement, stock option or stock incentive plans, long term incentive plans, other compensation arrangements and customary insurance or indemnification arrangements with officers or directors of the Company or any Restricted Subsidiary, in each case either entered into in the ordinary course of business or approved by the Disinterested Directors of the Board of Directors of the Company, (2) 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; provided that in the reasonable determination of the Board of Directors of the Company or the senior management of the Company, such transactions are on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company, (3) the payment of reasonable and customary compensation and fees to officers or directors of the Company or any Restricted Subsidiary who are not employees of the Company or any Affiliate of the Company, (4) loans or advances to officers, directors and employees of the Company or any Restricted Subsidiary made in the ordinary course of business in an aggregate amount not to exceed $2.0 million outstanding at any one time, (5) any Restricted Payments or Permitted Payments made in compliance with Section 4.08 or any Permitted Investments (other than Permitted Investments permitted pursuant to clauses (1)(iv) and (15) of the definition thereof (to the extent involving, prior to the making of such Permitted Investment, any Person other than the Company or a Subsidiary of the Company)), (6) any Transaction undertaken pursuant to (a) any contracts or agreements in existence on the Issue Date (as in effect on the Issue Date) (b) any amendment or replacement of any such agreements or (c) any agreements entered into hereafter that are similar to any such agreements, so long as, in the case of clause (b) or (c), the terms of any such amendment or replacement agreement or future agreement are, on the whole, no less advantageous to the Company or no less favorable to the Holders in any material respect than the agreement so amended or replaced or the similar arrangement agreement referred to in the preceding clause (a) or (b), respectively, (7) in the case of (1) contracts for (A) drilling or other oil-field services or supplies, (B) the sale, storage, gathering or transport of Hydrocarbons or (C) the lease or rental of office or storage space or (2) other operation-type contracts, any such contracts that are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary and third parties or, if none of the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, on terms no less favorable than those available from third parties on an arm’s-length basis, as determined (i) in the ordinary course case of business and payments thereto;contracts involving aggregate value of $50.0 million or less, by the Board of Directors of the Company or the senior management of the Company or (ii) in the case of contracts involving aggregate value in excess of $50.0 million, by the Disinterested Directors of the Board of Directors of the Company, (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions 8) any Transaction with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest equity interest in, or controls, such Person;, (49) payment any sale or other issuance of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants Qualified Capital Stock of the Company to, or any Restricted Subsidiary; receipt of a capital contribution from, an Affiliate (5) any issuance of Equity Interests (other than Disqualified Stockor a Person that becomes an Affiliate) of the Company to Affiliates of the Company;, (610) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of Transaction between the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered one hand and any Person deemed to be made an Affiliate solely because one or more directors of such Person is also a director of the Company or a Restricted Subsidiary, on the other hand; provided that such director or directors abstain from voting as a director of the Company or the Restricted Subsidiary, as applicable, in respect thereof to non-Affiliates;connection with the approval of the Transaction, (8) loans 11) indemnities of officers, directors and employees of the Company or advances to employees any Restricted Subsidiary permitted by law, statutory provision or employment agreement or other arrangement entered into in the ordinary course of business not to exceed $1.0 million in by the aggregate at Company or any one time outstanding;Restricted Subsidiary, (912) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1a) of Section 4.10; (10) any transfers guarantees by the Company or any Restricted Subsidiary toof performance of obligations of Unrestricted Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and any lease entered into (b) pledges by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary of Capital Stock in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority for the benefit of the disinterested members lenders or other creditors of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing;and (13) transactions with a Person who is not an Affiliate immediately before the consummation of such any transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between in which the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Companycase may be, as lessor, which delivers to the Trustee a letter from an Independent Advisor stating that such transaction is approved by the Board of Directors of the Company in good faith, or any lease entered into between fair to the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any such Restricted Subsidiary and any Person, which is an Affiliate solely due to from a director financial point of view or directors that such transaction meets the requirements of such Person clause (or a parent company 1) of such Personparagraph (a) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Personthis Section 4.09.

Transactions with Affiliates. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, enter into any transaction or series of transactions with any Affiliate (other than, in the case of the Company, any Restricted Subsidiary toand, sellin the case of a Restricted Subsidiary, leasethe Company or any other Restricted Subsidiary) other than upon fair and reasonable terms not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, transfer except (i) agreements and transactions with and payments to officers, directors and shareholders that are either (A) entered into in the ordinary course of business and not prohibited by any of the other provisions of this Agreement, or (B) entered into outside the ordinary course of business, approved by the directors or equity holders of the Company, and not prohibited by any of the other provisions of this Agreement or in violation of any law, rule or regulation, (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise dispose of any of its properties or assets pursuant to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit funding of, any Affiliate employment arrangements, stock options, stock ownership plans, including restricted stock plans, stock grants, directed share programs and other equity based plans and the granting and stockholder rights of registration rights approved by the Company, (each of the foregoing, an “Affiliate Transaction”iii) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; and (b) with respect to may enter into any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by with directors, officers, consultants and employees of the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary may pay fees and reimbursements of expenses (pursuant indemnities to indemnity arrangements or otherwise) of directors, officers, directors, consultants and employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; , (15iv) intellectual property licenses in (A) any purchase by the ordinary course Company of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders Equity Interests of the Company or any parent contribution by the Company to the equity capital of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and and (18B) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors acquisition of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director Equity Interests of the Company on and any matter involving such other Personcontribution by any equity holder of the Company to the equity capital of Company, (v) Restricted Payments permitted by Section 5.02(d) and Investments permitted by Section 5.02(e), (vi) the Transactions and (vii) the incurrence of intercompany Indebtedness permitted by Section 5.02(b).

Transactions with Affiliates. The Neither the Company shall not, and shall not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of nor any of its properties Subsidiaries shall enter into or assets be a party to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, a transaction with any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted such Subsidiary in excess of $25.0 million(which Affiliate is not the Company or a Subsidiary), unless: except (ai) such Affiliate Transaction is transactions with Affiliates on terms that are (x) no less favorable to the Company or such Restricted Subsidiary than those that would could have been obtained in a comparable transaction on an arm’s length basis from an unrelated Person, as reasonably determined by the board of directors of the Company or such Restricted Subsidiary with a non-Affiliated Person; and duly authorized committee thereof or (by) with respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates directors of the Company; , (6ii) Restricted Payments Dividends not prohibited by Section 6.08, (iii) fees and Permitted Investments that do not violate the provisions compensation paid to and indemnities provided on behalf of Section 4.9; (7) payments to an Affiliate in respect officers and directors of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to reasonably determined in good faith by the fairness to board of directors, the Company audit committee or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate senior management of the Company, as lessor, which is approved by (iv) the Board issuance of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate common stock of the Company, as lessor, (v) loans and advances to officers and directors made in the ordinary course of business; , (15vi) intellectual property licenses transactions among the Account Parties and their wholly-owned Subsidiaries, (vii) transactions permitted by Sections 6.02 and 6.04, (viii) transactions and payments pursuant to agreements and arrangements disclosed in, or listed as an exhibit to, the Company’s annual report on Form 10-K filed with the SEC on February 17, 2012 or any subsequent other filing with the SEC through the Effective Date or any such agreement or arrangement as thereafter amended, extended or replaced on terms that are, in the ordinary course aggregate, no less favorable to the Company and its Subsidiaries than the terms of business; (16) payments to and fromsuch agreement on the Effective Date, as the case may be, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17ix) the payment transactions and payments set forth on Schedule 6.09 and amendments thereto that are not materially adverse to the Lenders, as reasonably determined by the board of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director duly authorized committee thereof or an Authorized Officer of the Company on any matter involving such other PersonCompany.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, 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 any contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “"Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million"), unless: unless (ai) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; and an unrelated Person and (bii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction entered into after the date of this Indenture involving aggregate payments consideration in excess of $200.0 million1,000,000, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ ' Certificate certifying that such Affiliate Transaction complies with clause (ai) above and that such Affiliate Transaction is has been approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors and (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directorsb) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with -38- respect to which the Company or any Affiliate Transaction involving aggregate consideration in excess of its Restricted Subsidiaries obtains $5,000,000, an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; ; provided that the following shall not be deemed to be Affiliate Transactions: (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14x) any lease employment agreement entered into between by the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into its Subsidiaries in the ordinary course of business or and consistent with the past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and such Subsidiary, (18y) transactions between or among the Company or any and/or its Wholly Owned Subsidiaries that are Restricted Subsidiary Subsidiaries, and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Personz) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonRestricted Payments permitted by Section 5.12.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, sellenter into or permit to exist any transaction or series of related transactions (including the purchase, leasesale, transfer lease or otherwise dispose exchange of any property, employee compensation arrangements or the rendering of its properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, service) with any Affiliate (each of the foregoing, Company (an “Affiliate Transaction”) involving aggregate payments or consideration made by unless the Company or any Restricted Subsidiary in excess of $25.0 million, unless: terms thereof (ai) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been could be obtained at the time of such transaction in a comparable transaction by the Company or such Restricted Subsidiary arm’s-length dealings with a non-Affiliated PersonPerson who is not such an Affiliate; and and (bii) with respect to any if such Affiliate Transaction involving (or series of related Affiliate Transactions) involve aggregate payments in an amount in excess of $200.0 million10 million in any one year, the Company delivers to the Trustee a resolution of the Company’s Board of Directors (A) are set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause writing and (aB) above and such Affiliate Transaction is have been approved by a majority of the disinterested members of the Company’s Board of Directors. . (b) The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: foregoing paragraph shall not prohibit (1i) any Restricted Payment permitted to be paid pursuant to the covenant described under Section 6.04 hereof; (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment agreementarrangements, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary stock options and stock ownership plans in the ordinary course of business and payments thereto; approved by the Board of Directors or a committee thereof; (2iii) transactions between the grant of stock options or among the Company similar rights to employees and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate directors of the Company solely because in the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment ordinary course of reasonable business and customary fees and reimbursements of expenses (pursuant to indemnity arrangements plans approved by the Board of Directors or otherwisea committee thereof; (iv) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in Company or its Restricted Subsidiaries; (v) fees, compensation or employee benefit arrangements paid to and indemnity provided for the definition benefit of “Credit Facilities” and permitted under paragraph (1) directors, officers or employees of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; ; or (15vi) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions Affiliate Transaction between the Company or any and a Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Personbetween Restricted Subsidiaries.

Transactions with Affiliates. The Company shall notExcept as otherwise specifically permitted herein, the Borrower, Holdings, and the other Members of the Consolidated Group shall not permit (except pursuant to contracts and agreements outstanding as of (i) with respect to the Borrower and Holdings, the Effective Date, or (ii) with respect to any Restricted Subsidiary toother Member of the Consolidated Group, sellthe Effective Date or, leaseif later, transfer the date such Person first became a Member of the Consolidated Group; including, without limitation, any Plans or otherwise dispose related trusts), enter into or engage in any material transaction or arrangement or series of related transactions or arrangements which in the aggregate would be material with any Affiliate (other than the Borrower, Holdings, or any other Member of the Consolidated Group), including without limitation, the purchase from, sale to or exchange of property with, any merger, consolidation or amalgamation with or into, or the rendering of any of its properties service by or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit offor, any Affiliate (each other than the Borrower, Holdings, or any other Member of the foregoingConsolidated Group), an “Affiliate Transaction”) involving aggregate payments unless such transaction or consideration made by arrangement or series of related transactions or arrangements are in the Company or any Restricted Subsidiary in excess ordinary course of $25.0 millionbusiness and, unless: (a) such Affiliate Transaction is on terms that taken as a whole, are no less favorable to the Company Borrower, Holdings, or such Restricted Subsidiary other Member of the Consolidated Group than those that would have been be obtained in an arms’ length transaction with a comparable transaction Person not an Affiliate (other than the Borrower, Holdings, or any other Member of the Consolidated Group). Notwithstanding the foregoing, the following items will not be prohibited by the Company provisions of this covenant: (a) the declaration or such Restricted Subsidiary with a non-Affiliated Personmaking any lawful dividend or distribution; and (b) investments in and other transactions with Affiliates that are joint ventures whose operations are managed or controlled by a Member of the Consolidated Group, where such investments or other transactions are made or effected on customary terms pursuant to the requirements of the business of the Consolidated Group and applicable law; and (c) amendments, extensions, replacements and other modifications of transactions with Affiliates otherwise permitted by this Agreement, provided that such amendments, extensions, replacements or other modifications, taken as a whole, are no less favorable in any material respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 millionthe Consolidated Group than the transaction or transactions being amended, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and thereforeextended, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer replaced or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Personmodified.

Transactions with Affiliates. The Company Partnership shall not, and shall not permit any of its Restricted Subsidiary 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, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each of the foregoingeach, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million), unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company Partnership or such the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company Partnership or such Restricted Subsidiary with a non-Affiliated an unrelated Person; and (b) the Partnership delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 50.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors of the General Partner set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above this Section 5.12 and that such Affiliate Transaction is has been approved by a majority of the disinterested members of the Company’s Board of DirectorsDirectors of the General Partner. The following items shall not be deemed to be Affiliate Transactions and and, therefore, will shall not be subject to the provisions of the prior paragraph:Section 5.11(a): (1a) any employment agreementemployment, employee benefit plan, officer equity option or director indemnification equity appreciation agreement or any similar arrangement plan entered into by the Company Partnership or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business; (b) transactions between or among the Partnership and/or its Restricted Subsidiaries; (c) Permitted Investments or Restricted Payments that are permitted by Section 5.08; (d) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Partnership or a Restricted Subsidiary, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (e) sales of Equity Interests (other than Disqualified Equity) to Affiliates of the Partnership; (f) in the case of contracts for gathering, transporting, treating, processing, marketing, distributing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Partnership or any Restricted Subsidiary and payments theretothird parties; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3g) transactions with a Person (other than an Unrestricted SubsidiarySubsidiary of the Partnership) that is an Affiliate of the Company Partnership solely because the Company owns, directly or through a Restricted Subsidiary, Partnership owns an Equity Interest in, or controls, in such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11h) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of between the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company Partnership or any of its Restricted Subsidiaries obtains and any Person that would not otherwise constitute an opinion as to Affiliate Transaction except for the fairness to fact that one director of such other Person is also a director of the Company General Partner or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction ; provided that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company General Partner or such Restricted Subsidiary, as applicable, on any matter involving such other Person; and (i) transactions involving an Affiliate of the Partnership in which an unrelated third Person owns Voting Stock at least equal to that owned by the Partnership or any of its Restricted Subsidiaries.

Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, selldirectly or indirectly, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into any contracttransaction or series of related transactions (including, agreementwithout limitation, understandingthe sale, loanpurchase, advance exchange or Guarantee withlease of assets, property or services) with or for the benefit of, of any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by Company (other than the Company or any Restricted Subsidiary a Subsidiary) unless such transaction or series of related transactions is entered into in excess of $25.0 million, unless: good faith and (a) such Affiliate Transaction transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that would have been obtained be available in a comparable transaction by the Company or such Restricted Subsidiary in arm’s-length dealings with a non-Affiliated Person; and an unrelated third party, (b) with respect to any Affiliate Transaction transaction or series of related transactions involving aggregate payments value in excess of $200.0 million1,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a resolution written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the Company’s Board type of Directors set forth in transaction or series of related transactions for which an Officers’ Certificate certifying opinion is required stating that the transactions or series of related transactions are fair to the Company or such Affiliate Transaction complies with clause Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject apply to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12i) any transaction with respect to which an employee or director of the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders employee of the Company or any parent of the Company pursuant to a stockholders agreement Subsidiary, including under any stock option or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and stock incentive plans), (18ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Restricted Subsidiary and any Person, (B) Affiliates in which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on or any matter involving such other PersonSubsidiary has made an Investment.

Transactions with Affiliates. The Company Borrower shall not, and nor shall not it permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any of its properties or assets Restricted Subsidiaries to, enter into any transaction (including the purchase, sale, lease or purchase exchange of any property or assets from, or enter into the rendering of any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”service) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary payment in excess of $25.0 million1,000,000 in any individual transaction (it being understood that the threshold set forth above shall not apply to exempt more than $5,000,000 of payments (excluding, unlessfor the avoidance of doubt, any payment permitted in reliance on the proviso below) from the application of this Section 6.09) with any of their respective Affiliates on terms that are less favorable to the Borrower or such Restricted Subsidiary, as the case may be (as reasonably determined by the Borrower), than those that might be obtained at the time in a comparable arm’s-length transaction from a Person who is not an Affiliate; provided that the foregoing restriction shall not apply to: (a) any transaction between or among the Borrower and/or one or more Restricted Subsidiaries and/or Affiliated Practices (or any entity that becomes a Restricted Subsidiary or Affiliated Practice as a result of such Affiliate Transaction is on terms that are no less favorable transaction) to the Company extent permitted or such Restricted Subsidiary than those that would have been obtained in a comparable transaction not restricted by the Company or such Restricted Subsidiary with a non-Affiliated Person; andthis Agreement; (b) any issuance, sale or grant 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 the board of directors (or equivalent governing body) of any Parent Company or of the Borrower or any Restricted Subsidiary; (i) any collective bargaining, employment or severance agreement or compensatory (including profit sharing) arrangement entered into by the Borrower or any of its Restricted Subsidiaries with respect their respective current or former officers, directors, members of management, managers, employees, consultants or independent contractors or those of any Parent Company, (ii) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with current or former officers, directors, members of management, managers, employees, consultants or independent contractors and (iii) transactions pursuant to any Affiliate Transaction involving aggregate payments employee compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers current or former officers, directors, members of management, managers, employees, consultants or independent contractors or any employment contract or arrangement; (d) (i) transactions permitted by Sections 6.01(d), (o) and (ee), 6.04 and 6.06(h), (m), (o), (t), (v), (y), (z) and (aa) and (ii) issuances of Capital Stock and issuances and incurrences of Indebtedness not restricted by this Agreement; (e) transactions in excess existence on the Closing Date and any amendment, modification or extension thereof to the extent such amendment, modification or extension, taken as a whole, is not (i) materially adverse to the Lenders or (ii) more disadvantageous to the Lenders than the relevant transaction in existence on the Closing Date; (f) (i) so long as no Event of Default under Sections 7.01(a), 7.01(f) or 7.01(g) then exists or would result therefrom, the payment of management, monitoring, consulting, advisory and similar fees to any Investor in an amount not to exceed the greater of $200.0 million, the Company delivers to the Trustee a resolution 1,300,000 and 2% of Consolidated Adjusted EBITDA as of the Company’s Board last day of Directors set forth the most recently ended Test Period per Fiscal Yearthe payment of all indemnification obligations owed to any Investor and any of their respective directors, officers, members of management, managers, employees and consultants, and (ii) the payment or reimbursement of all indemnification obligations and expenses owed to any Investor and any of their respective directors, officers, members of management, managers, employees and consultants, in an Officers’ Certificate certifying each case of clauses (i) and (ii) whether currently due or paid in respect of accruals from prior periods, provided that such Affiliate Transaction complies with the aggregate amount of expenses that may be paid in any Fiscal Year in reliance on this clause (af)(ii) above shall not exceed $500,000; (g) the Transactions, including the payment of Transaction Costs; (h) ordinary course compensation to Affiliates in connection with financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and such Affiliate Transaction is other transaction fees, which payments are approved by the majority of the members of the board of directors (or similar governing body) or a majority of the disinterested members of the Company’s Board board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions directors (or similar governing body) of the prior paragraph:Borrower in good faith and do not to exceed 1.00% of the value of the gross cash consideration with respect to transactions with respect to which the applicable Affiliate provided any transaction, advisory or other services;[reserved]; (1i) Guarantees permitted by Section 6.01 or Section 6.06; (j) transactions among Holdings, the Borrower and its Restricted Subsidiaries and/or any employment agreementAffiliated Practice that are otherwise permitted (or not restricted) under this Article 6; (k) the payment of customary fees and reasonable out-of-pocket costs to, employee benefit planand indemnities provided on behalf of, officer members of the board of directors (or director indemnification agreement or similar governing body), officers, employees, members of management, managers, consultants and independent contractors of the Borrower and/or any similar arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and and, in the case of payments theretoto such Person in such capacity on behalf of any Parent Company, to the extent attributable to the operations of the Borrower or its subsidiaries; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3l) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate customers, clients, suppliers, joint ventures, purchasers or sellers of the Company solely because the Company owns, directly goods or through a Restricted Subsidiary, an Equity Interest in, services or controls, such Person; (4) payment providers of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures labor entered into in the ordinary course of business business, which are (i) fair to the Borrower and/or its applicable Restricted Subsidiary in the good faith determination of the board of directors (or consistent with past practice similar governing body) of the Borrower or the senior management thereof or (including, including without limitation, any cash management activities related thereto)ii) on terms at least as favorable as might reasonably be obtained from a Person other than an Affiliate; (17m) the payment of reasonable out-of-pocket costs and expenses relating related to registration rights and customary indemnities provided to stockholders shareholders under any shareholder agreement; (n) (i) any purchase by Holdings of the Company Capital Stock of (or contribution to the equity capital of) the Borrower and (ii) any parent of intercompany loan made by Holdings to the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company Borrower or any Restricted Subsidiary and/or any Affiliated Practice; (o) any transaction in respect of which the Borrower delivers to the Administrative Agent and any Personthe Lender Representative a letter addressed to the board of directors (or equivalent governing body) of the Borrower from an accounting, which appraisal or investment banking firm of nationally recognized standing stating that such transaction is on terms that are either (i) no less favorable to the Borrower or the applicable Restricted Subsidiary than might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate solely due or (ii) fair to the Borrower or the relevant Restricted Subsidiary from a director or directors financial point of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Person.view;

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiary 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, contract, agreement, understanding, loan, advance or Guarantee guarantee involving aggregate consideration in excess of $50.0 million with, or for the benefit of, any Affiliate (each of the foregoingeach, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million), unless: : (a) such the Affiliate Transaction is on terms that are no not materially less favorable to the Company or such the relevant Restricted Subsidiary than those that would reasonably be expected to have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated an unrelated Person; and and (b) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 75.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors of the Company set forth in an Officers’ Officer’s Certificate certifying that such Affiliate Transaction complies with clause (a) above this Section 4.11 and that such Affiliate Transaction is has been approved by a majority of the disinterested members of the Company’s Board of DirectorsDirectors of the Company. The Notwithstanding the foregoing, the following items shall will not be deemed to be Affiliate Transactions and and, therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer agreement (or director indemnification agreement or any similar arrangement amendment thereto) entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary, including the payment of indemnities provided for the benefit of employees party to such employment agreements and payments theretothe payment of compensation to the officers, directors and employees of the Company and its Restricted Subsidiaries; (2) transactions between or among the Company and one or more and/or its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, owns an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary directors’ fees and reimbursements indemnities provided for the benefit of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance issuances or sales of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) the pledge of Equity Interests of Unrestricted Subsidiaries; and (7) Permitted Investments and Restricted Payments and Permitted Investments that do not violate are permitted by the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Person4.07 hereof.

Transactions with Affiliates. The Company Holdings shall not, and nor shall not it permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any of its properties or assets Restricted Subsidiaries to, enter into any transaction (including the purchase, sale, lease or purchase exchange of any property or assets from, or enter into the rendering of any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”service) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary payment in excess of $25.0 million5,000,000 with any of their respective Affiliates on terms that are less favorable to Holdings or such Restricted Subsidiary, unlessas the case may be (as reasonably determined by Holdings), than those that might be obtained at the time in a comparable arm’s-length transaction from a Person who is not an Affiliate; provided that the foregoing restriction shall not apply to: (a) any transaction between or among Holdings and/or one or more Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such Affiliate Transaction is on terms that are no less favorable transaction) to the Company extent permitted or such Restricted Subsidiary than those that would have been obtained in a comparable transaction not restricted by the Company or such Restricted Subsidiary with a non-Affiliated Person; andthis Agreement; (b) with respect to any Affiliate Transaction involving aggregate payments issuance, sale or grant of securities or other payments, awards or grants in excess cash, securities or otherwise pursuant to, or the funding of $200.0 millionemployment arrangements, stock options and stock ownership plans approved by the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (aor equivalent governing body) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Parent Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company Holdings or any Restricted Subsidiary; (5c) (i) any issuance of Equity Interests collective bargaining agreement, employment agreement, severance agreement or compensatory (other than Disqualified Stockincluding profit sharing) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease arrangement entered into by the Company Borrowers or any of their Restricted Subsidiary withSubsidiaries with their respective current or former officers, a wholly owned Unrestricted Subsidiary in connection directors, members of management, managers, employees, consultants or independent contractors or those of any Parent Company, (ii) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with a Sale current or former officers, directors, members of management, managers, employees, consultants or independent contractors and Leaseback Transaction permitted under this Indenture(iii) transactions pursuant to any employee compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers current or former officers, directors, members of management, managers, employees, consultants or independent contractors or any employment contract or arrangement; (11d) (i) transactions with Joint Ventures permitted by Sections 6.1(c), (l) and Subsidiaries thereof (u), 6.4 and Unrestricted Subsidiaries that are approved by a majority 6.6(g), (l), (n), (p) and (u) (to the extent the relevant transaction is an Investment of the disinterested type described in Section 6.6(g)), (s), (u), (w) and (v) and (ii) issuances of Capital Stock and issuances or incurrences of Indebtedness not restricted by this Agreement; (e) transactions in existence on the Closing Date and described on Schedule 6.8 and any amendment, modification or extension thereof to the extent such amendment, modification or extension, taken as a whole, is not adverse to the Lenders in any material respect; (f) the payment of all indemnification obligations and expenses owed to any Management Equityholder and any of their respective directors, officers, members of management, managers, employees and consultants whether currently due or paid on respect of accruals from prior periods; (g) the Transactions, including the payment of Transaction Costs; (h) Guarantees permitted by Section 6.1 or Section 6.6; (i) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, former and current members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested similar governing body), officers, employees, members of the Board management, managers, consultants and independent contractors of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or Holdings and/or any of its Restricted Subsidiaries obtains an opinion as and, in the case of payments to such Person in such capacity on behalf of any Parent Company, to the fairness extent attributable to the Company operations of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, any Borrower or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standingits Subsidiaries; (13j) transactions with a Person who is not an Affiliate immediately before the consummation customers, clients, suppliers, joint ventures, purchasers or sellers of such transaction that becomes an Affiliate as a result goods or services or providers of such transaction; (14) any lease entered into between the Company employees or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures other labor entered into in the ordinary course of business business, which are (i) fair to the applicable Borrower and/or its applicable Restricted Subsidiaries in the good faith determination of the Board of Directors (or consistent with past practice similar governing body) of the applicable Borrower or the senior management thereof or (including, including without limitation, any cash management activities related thereto)ii) on terms at least as favorable to the applicable Borrower and/or its applicable Restricted Subsidiary as might reasonably be obtained from a Person other than an Affiliate; (17k) the payment of reasonable out-of-pocket costs and expenses relating related to registration rights and customary indemnities provided to stockholders shareholders under any shareholder agreement; (l) any purchase by Holdings or Intermediate Holdings of the Company Capital Stock of (or contribution to the equity capital of) BBCPH; (m) any parent transaction in respect of which Holdings delivers to Agent a letter addressed to the Company pursuant Board of Directors (or equivalent governing body) of Holdings from an accounting, appraisal or investment banking firm of nationally recognized standing stating that such transaction is on terms that are no less favorable to the applicable Borrower or the applicable Restricted Subsidiary than might be obtained at the time in a stockholders agreement or comparable arm’s length transaction from a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreementsPerson who is not an Affiliate; and (18n) transactions between any issuance, sale or grant of Qualified Capital Stock or other payments, awards or grants in cash, Qualified Capital Stock or otherwise pursuant to, or the Company funding of employment arrangements, stock options and stock ownership plans approved by a majority of the members of the Board of Directors (or any similar governing body) or a majority of the disinterested members of the Board of Directors (or similar governing body) of the applicable Borrower or the applicable Restricted Subsidiary in good faith; and (o) payments made to Permitted Holders for any 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 BBCPH in good faith so long as no Event of Default exists or would result therefrom and any Person, which is an Affiliate solely due to a director or directors not in excess of such Person (or a parent company of such Person) also being a director of $2,500,000 in the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Personaggregate.

Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary to, sellenter into directly or indirectly any transaction or group of related transactions (including the purchase, lease, transfer sale or otherwise dispose exchange of properties of any kind or the rendering of its properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, service) with any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by other than the Company or any Restricted Subsidiary of its Subsidiaries) involving payment in excess of $25.0 million500,000, unlessexcept: (a) in the ordinary course and pursuant to the reasonable requirements of the Company’s or such Affiliate Transaction is on Subsidiary’s business and upon fair and reasonable terms that are no not less favorable in any material respect to the Company or such Restricted Subsidiary than those that would have been obtained be obtainable in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; andPerson not an Affiliate; (b) transactions with respect Affiliates in connection with the agreements set forth in Schedule 10.1; (c) transactions with one or more Affiliates of the Company or the Investment Adviser consisting of co-investments as permitted by any SEC exemptive order (as may be amended from time to time), any Affiliate Transaction involving aggregate payments in excess no-action letter or as otherwise permitted by applicable law, rule or regulation or SEC staff interpretations thereof or based on advice of $200.0 millioncounsel; (d) transactions between or among, on the one hand, the Company delivers and/or any of its Subsidiaries, and, on the other hand, any SBIC Subsidiary or any “downstream affiliate” (as such term is used under the rules promulgated under the Investment Company Act) of the Company and/or any of its Subsidiaries at prices and on terms and conditions, taken as a whole, not less favorable in any material respect to the Trustee Company and/or such Subsidiaries than in good faith is believed could be obtained on an arm’s-length basis from unrelated third parties, (e) a resolution transaction that has been approved by a majority of the independent directors of the board of directors of the Company’s Board ; (f) any Investment that results in the creation of Directors set forth an Affiliate; (g) customary compensation to Affiliates in an Officers’ Certificate certifying that such Affiliate Transaction complies connection with clause (a) above investment advisory, administration, financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and such Affiliate Transaction is other transaction fees, which payments are approved by the majority of the members of the board of directors (or similar governing body) or a majority of the disinterested members of the Company’s Board board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors directors of the Company in good faith; (h) transactions and payments required under the definitive agreement for any acquisition or Investment permitted under this Agreement (to the extent any seller, employee, officer or any lease entered into between director of an acquired entity becomes an Affiliate in connection with such transaction); (i) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors (or similar governing body), officers, employees, members of management, managers, consultants, investment advisers, administrative service providers and independent contractors of the Company and/or any of its direct or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, indirect subsidiaries in the ordinary course of business; (15j) intellectual property licenses in the ordinary course transactions with customers, clients, suppliers, joint ventures, purchasers or sellers of business; (16) payments to and from, and transactions with, any Joint Ventures goods or services or providers of employees or other labor entered into in the ordinary course of business business, which are (i) fair to the Company and/or the applicable Subsidiary in the good faith determination of the board of directors (or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17similar governing body) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the senior management thereof or (ii) on terms at least as favorable as might reasonably be obtained from a Person other than an Affiliate; (k) the Company pursuant may issue and sell Equity Interests to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreementsits Affiliates; and (18l) transactions between permitted under the Company Credit Facilities or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonReplacement Facilities.

Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary of its 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 into, make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million), unless: unless (ai) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated an unrelated Person; and and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 million500,000, the Company delivers to the Trustee Lenders a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (ai) above and that such Affiliate Transaction is has been approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; . Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (13A) transactions the payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of the Company or indemnification and similar arrangements, consulting fees, employee salaries, bonuses, employment agreements, compensation or employee benefit arrangements or incentive arrangements with a Person who is not an Affiliate immediately before the consummation any officer, director or employee of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Subsidiary (including benefits under the foregoing); (B) Restricted SubsidiaryPayments made in compliance with Section 7(q); and (C) loans or advances to employees and reimbursement of actual out-of-pocket expenses incurred by officers, as lessee directors and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessoremployees, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into each case in the ordinary course of business or consistent with past practice (including, including without limitation, in an amount not to exceed $100,000 individually and $200,000 in the aggregate during any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonFiscal Year.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, (a) sell, lease, transfer or otherwise dispose of any of its properties properties, assets or assets securities to, (b) purchase or purchase lease any property property, assets or assets securities from, (c) make any Investment in, or (d) enter into or suffer to exist any contract, agreement, understanding, loan, advance other transaction or Guarantee series of related transactions with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: unless (ai) such Affiliate Transaction transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that would have been obtained be available in a comparable arm's length transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; and an unrelated third party, (bii) with respect to any Affiliate Transaction one transaction or series of related transactions involving aggregate payments in excess of $200.0 1 million, the Company delivers an Officers' Certificate to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction transaction or series of related transactions complies with clause (ai) above, and (iii) with respect to a transaction or series of related transactions involving payments in excess of $5 million, the Company delivers an Officers' Certificate to the Trustee certifying that (A) such transaction or series of related transactions complies with clause (i) above and (B) such Affiliate Transaction is transaction or series of related transactions has been approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Disinterested Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that the foregoing restriction shall not apply to (u) any such director abstains from voting as a director arrangements in effect on the Series A/B Issue Date, (v) transactions between or among the Company and its Wholly Owned Restricted Subsidiaries, (w) loans or advances to officers, directors and employees of the Company on or any matter involving such Restricted Subsidiary made in the ordinary course of business and consistent with past practices of the Company and its Restricted Subsidiaries in an aggregate amount not to exceed $1 million outstanding at any one time, (x) indemnities of officers, directors and employees of the Company or any Restricted Subsidiary permitted by bylaw or statutory provisions, (y) the payment of reasonable and customary regular fees to directors of the Company or any of its Restricted Subsidiaries who are not employees of the Company or any Affiliate and (z) the Company's employee compensation and other Personbenefit arrangements.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, selldirectly or indirectly, leaseenter into or conduct any transaction (including the purchase, transfer sale, lease or otherwise dispose exchange of any of its properties or assets to, or purchase any property or assets from, asset or enter into the rendering of any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, service) with any Affiliate (each of the foregoing, Company (an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 5.0 million, unless: (a1) the terms of such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that would could have been obtained in a comparable transaction by the Company or such Restricted Subsidiary in a comparable transaction at the time of such transaction in arms’ length dealings with a non-Affiliated PersonPerson that is not an Affiliate; and (b2) with respect to any in the event such Affiliate Transaction involving involves an aggregate payments consideration in excess of $200.0 10.0 million, the Company delivers to the Trustee a resolution terms of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is transaction have been approved by a majority of the disinterested members of the Company’s Board of Directors. The following items Directors of the Company and by a majority of the members of such Board of Directors having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in clause (1) above). (c) Section 4.11(a) shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraphapply to: (1) any employment agreement, employee benefit plan, officer transaction between the Company and any of its Restricted Subsidiaries or director indemnification agreement or between any similar arrangement entered into Restricted Subsidiaries of the Company and any Guarantees issued by the Company or any a Restricted Subsidiary of the Company for the benefit of the Company or any of its Restricted Subsidiaries, as the case may be, in the ordinary course of business and payments theretoaccordance with Section 4.09; (2) transactions between or among the Company any Restricted Payment permitted to be made pursuant to Section 4.07 and one or more Restricted Subsidiariesany Permitted Investments; (3) transactions with a Person (any issuance of securities or other than an Unrestricted Subsidiary) that is an Affiliate payments, awards or grants in cash, securities or otherwise pursuant to, or as the funding of, employment agreements and severance and other compensation arrangements, options to purchase Capital Stock of the Company solely because Company, 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, directors and employees approved by the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such PersonBoard of Directors of the Company; (4) the payment of reasonable and customary fees and reimbursements of expenses (pursuant to or employee benefits paid to, and indemnity arrangements or otherwise) of officersprovided on behalf of, directors, Officers, employees or consultants of the Company or any of its Restricted SubsidiarySubsidiaries; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee cancellation of loans or any committee advances) to employees, Officers or directors of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains in the ordinary course of business, in an opinion as aggregate amount not in excess of $2.0 million (without giving effect to the fairness to the Company or forgiveness of any such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standingloan); (136) transactions with a Person who any agreement as in effect as of the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not an Affiliate immediately before more disadvantageous to the consummation Holders in any material respect in the good faith judgment of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company Company, when taken as a whole, than the terms of the agreements in good faitheffect on the Issue Date; (7) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by, or any lease entered merged into between or amalgamated, arranged or consolidated with the Company or any of its Restricted Subsidiaries; provided that such agreement was not entered into in contemplation of such acquisition, merger, amalgamation, arrangement or consolidation, and any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in the good faith judgment of the Board of Directors of the Company, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition, merger, amalgamation, arrangement or consolidation); (8) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services or any management services or support agreements, in each case in the ordinary course of the business of the Company and its Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture; provided that in the reasonable determination of the members of the Board of Directors or Senior Management of the Company, such transactions or agreements are on terms that are not materially less favorable, when taken as a whole, to the Company or the relevant Restricted Subsidiary than those that could have been obtained at the time of such transactions or agreements in a comparable transaction or agreement by the Company or such Restricted Subsidiary with an unrelated Person; (9) any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Company and any agreement that grants registration and other customary rights in connection therewith or otherwise to the direct or indirect securityholders of the Company (and the performance of such agreements); (10) any transaction with a Restricted Subsidiary of the Company, joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or any of its Restricted Subsidiaries owns any equity interest in or otherwise controls such Restricted Subsidiary, as lessee, and any joint venture or similar entity; provided that no Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of other than the Company or any parent of its Restricted Subsidiaries, shall have a beneficial interest or otherwise participate in such Restricted Subsidiary, joint venture or similar entity other than through such Affiliate’s ownership of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; andCompany; (1811) transactions between the Company or any of its Restricted Subsidiary Subsidiaries and any Person, which Person that is an Affiliate solely due to a director because one or more of its directors of such Person (or a parent company of such Person) is also being a director of the CompanyCompany or any of its Restricted Subsidiaries; provided, however, provided that any such director abstains from voting as a director of the Company or such Restricted Subsidiary, as the case may be, on any matter involving such other Person; (a) any merger, amalgamation, arrangement, consolidation or other reorganization of the Company with an Affiliate solely for the purpose and with the sole effect of forming a holding company or reincorporating the Company in a new jurisdiction, and (b) any transaction or series of related transactions between or among the Company and any of its Subsidiaries implemented in connection with any corporate restructuring, to the extent that the terms of any such transaction or series of related transactions under this clause (b), taken as a whole, are not disadvantageous to the Holders of the Notes in any material respect; (13) the entering into of a tax sharing agreement, or payments pursuant thereto, between the Company and one or more Subsidiaries, on the one hand, and any other Person with which the Company and such Subsidiaries are required or permitted to file a consolidated tax return or with which the Company and such Subsidiaries are part of a consolidated group for tax purposes, on the other hand; (14) any employment, deferred compensation, consulting, non-competition, confidentiality or similar agreement entered into by the Company or any of its Restricted Subsidiaries with its employees or directors in the ordinary course of business and payments and other benefits (including bonus, retirement, severance, health, stock option and other benefit plans) pursuant thereto; (15) pledges of Capital Stock or Indebtedness of Unrestricted Subsidiaries; (16) any arrangement or agreement with, or contribution to, a charitable or similar organization related to social responsibility programs conducted in the jurisdiction in which the Company, its Subsidiaries or joint ventures operate; and (17) transactions in which the Company or any of its Restricted Subsidiaries 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 stating that the terms are not materially less favorable, when taken as a whole, than those that might reasonably have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at such time on an arms’ length basis from a Person that is not an Affiliate.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, sellenter into or permit to exist any transaction or series of related transactions (including the purchase, leasesale, transfer lease or otherwise dispose exchange of any property, employee compensation arrangements or the rendering of its properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, service) with any Affiliate (each of the foregoing, Company (an “"Affiliate Transaction”") involving aggregate payments or consideration made by unless the Company or any Restricted Subsidiary in excess of $25.0 million, unless: terms thereof (ai) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been could be obtained at the time of such transaction in a comparable transaction by the Company or such Restricted Subsidiary arm's-length dealings with a non-Affiliated PersonPerson who is not such an Affiliate; and and (bii) with respect to any if such Affiliate Transaction involving (or series of related Affiliate Transactions) involve aggregate payments in an amount in excess of $200.0 million10 million in any one year, the Company delivers to the Trustee a resolution of the Company’s Board of Directors (A) are set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause writing and (aB) above and such Affiliate Transaction is have been approved by a majority of the disinterested members of the Company’s Board of Directors. . (b) The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: foregoing paragraph shall not prohibit (1i) any Restricted Payment permitted to be paid pursuant to the covenant described under Section 6.04 herein; (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment agreementarrangements, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary stock options and stock ownership plans in the ordinary course of business and payments thereto; approved by the Board of Directors or a committee thereof; (2iii) transactions between the grant of stock options or among the Company similar rights to employees and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate directors of the Company solely because in the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment ordinary course of reasonable business and customary fees and reimbursements of expenses (pursuant to indemnity arrangements plans approved by the Board of Directors or otherwisea committee thereof; (iv) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in Company or its Restricted Subsidiaries; (v) fees, compensation or employee benefit arrangements paid to and indemnity provided for the definition benefit of “Credit Facilities” and permitted under paragraph (1) directors, officers or employees of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; ; or (15vi) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions Affiliate Transaction between the Company or any and a Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Personbetween Restricted Subsidiaries.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, selldirectly or indirectly, leaseenter into or conduct any transaction (including the purchase, transfer sale, lease or otherwise dispose exchange of any of its properties or assets to, or purchase any property or assets from, asset or enter into the rendering of any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, service) with any Affiliate (each of the foregoing, Company (an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 5.0 million, unless: (a1) the terms of such Affiliate Transaction is on terms that are are, taken as a whole, no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that would could have been obtained in a comparable transaction by the Company or such Restricted Subsidiary in a comparable transaction at the time of such transaction in arms’-length dealings with a non-Affiliated PersonPerson that is not an Affiliate; and (b2) with respect to any in the event such Affiliate Transaction involving involves an aggregate payments consideration in excess of $200.0 25.0 million, either (x) the Company delivers to the Trustee a resolution terms of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is transaction have been approved by a majority of the disinterested members of the Company’s such Board of Directors. The following items shall ; or (y) the Company has received a written opinion from an Independent Financial Advisor stating that such Affiliate Transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms, taken as a whole, are not be deemed Affiliate Transactions and therefore, materially less favorable than those that might reasonably have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at such time on an arms’-length basis from a Person that is not an Affiliate. (b) Section 4.14(a) will not be subject to the provisions of the prior paragraphapply to: (1) any employment agreement, employee benefit plan, officer transaction between the Company and a Restricted Subsidiary (other than a Receivables Entity) or director indemnification agreement between Restricted Subsidiaries (other than a Receivables Entity or Receivables Entities) and any similar arrangement entered into Guarantees issued by the Company or any a Restricted Subsidiary for the benefit of the Company or a Restricted Subsidiary, as the case may be, in the ordinary course of business and payments theretoaccordance with Section 4.09; (2) transactions between Restricted Payments permitted to be made pursuant to Section 4.08 or among Permitted Investments (other than Permitted Investments made pursuant to clause (2), (17) or (18) of the Company and one or more Restricted Subsidiariesdefinition thereof); (3) transactions with a Person (any issuance of securities or other than an Unrestricted Subsidiary) that is an Affiliate payments, awards or grants in cash, securities or otherwise pursuant to, or as the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Company solely because Company, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans, severance agreements or similar employee benefits plans and/or indemnity provided on behalf of directors, officers, employees or consultants approved by the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such PersonBoard of Directors of the Company; (4) the payment of reasonable and customary fees paid to and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officersprovided on behalf of, directors, officers, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company loans or advances to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes employees, officers or any other Indebtedness directors of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business consistent with past practice, in an aggregate amount not to exceed in excess of $1.0 5.0 million in the aggregate at any one time outstandingoutstanding (without giving effect to the forgiveness of any such loan); (6) any transaction pursuant to any agreement as in effect as of the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Holders in any material respect in the good faith judgment of the Board of Directors of the Company, when taken as a whole, than the terms of the agreements in effect on the Issue Date; (7) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Company or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, and any amendment thereto, so long as any such amendment is not disadvantageous to the Holders in the good faith judgment of the Board of Directors of the Company, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition or merger; (8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Company and its Restricted Subsidiaries, and otherwise in compliance with the terms of this Indenture; provided that in the reasonable determination of the members of the Board of Directors or Senior Management of the Company, such transactions are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained at the time of such transactions in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; (9) any sales or other transfers or dispositions of accounts receivable and other related assets customarily transferred in an asset securitization transaction effected as part of involving accounts receivable to a Receivables Entity in a Qualified Securitization FacilityReceivables Transaction, or any transaction involving the transfer and acquisitions of Permitted Investments in connection with a Qualified Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10Transaction; (10) any transfers by issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary granting of registration and other customary rights in connection with a Sale and Leaseback Transaction permitted under this Indenturetherewith; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries a Person that are approved by a majority is an Affiliate of the disinterested members Company in its capacity as a holder of Indebtedness or Capital Stock of the Company’s Board of Directors (or by the audit committee Company or any committee of the Board its Subsidiaries, so long as such transaction is with all holders of Directors consisting such class (and there are such non-Affiliate holders) and such Affiliate is treated no more favorably than all other holders of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries)class generally; (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is Person that would constitute an Affiliate Transaction solely due to a director or directors of because such Person (is a director, or a parent company of such Person) also being Person has a director of which is also a director, of the CompanyCompany or a Restricted Subsidiary; provided, however, provided that any such director abstains from voting as a director of the Company on any matter involving such other Person; and (13) transactions in which the Company or any Restricted Subsidiary 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 stating that the terms, taken as a whole, are not materially less favorable than those that might reasonably have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at such time on an arms’-length basis from a Person that is not an Affiliate.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of related transactions, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving with respect to each such Affiliate Transaction or series of related Affiliate Transactions aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 5.0 million, unless: (a1) such Affiliate Transaction is on terms that are no not materially less favorable favorable, taken as a whole, to the Company or such the relevant Restricted Subsidiary than those that would could have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a non-Affiliated PersonPerson that is not an Affiliate; and (b2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 25.0 million, the Company delivers to the Trustee a resolution adopted by a majority of the Company’s members of the Board of Directors set forth of the Company and by a majority of the members of such Board of Directors having no personal stake in such transaction, if any, approving such Affiliate Transaction together with an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a1) above of this Section 4.14(a). (b) Section 4.14(a) will not limit, and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraphapply to: (1) any employment agreementRestricted Payments that are permitted by the provisions of this Indenture described under Section 4.08 and Permitted Investments (other than Permitted Investments made pursuant to clause (2) or (17) of the definition thereof); (2) the provision of reasonable and customary compensation and other benefits (including vacation, employee retirement, stock compensation, health, option, severance, deferred compensation, retirement, savings and other benefit planplans), officer or director indemnification agreement or any similar arrangement entered into by indemnities, contribution and insurance to directors, officers and employees of the Company or any Restricted Subsidiary in the ordinary course of business and payments theretoto the extent permitted by law; (23) transactions between or among the Company and one or more and/or its Restricted SubsidiariesSubsidiaries (other than a Receivable Subsidiary), including any such transactions with any third Person that is not an Affiliate; (34) transactions any agreement or arrangement as in effect on the Issue Date and any amendment or modification thereto so long as such amendment or modification is not more disadvantageous, taken as a whole, in any material respect to the Holders than the agreement or arrangement in existence on the Issue Date; (5) any contribution of capital to the Company; (6) any transaction with a Person joint venture, partnership, limited liability company or other entity (other than an Unrestricted Subsidiary) that is constitutes an Affiliate of the Company solely because the Company ownsor a Restricted Subsidiary owns an equity interest in such joint venture, directly partnership, limited liability company or through other entity; provided that no other Affiliate of the Company, other than the Company or a Restricted Subsidiary, an Equity Interest inshall have any beneficial interest or otherwise participate in such joint venture, partnership, limited liability company or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9entity; (7) payments to an Affiliate transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or lessors or lessees of property, in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees each case in the ordinary course of business not to exceed $1.0 million that are, in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables taking into account all of the type specified in the definition of “Credit Facilities” costs and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary tobenefits associated with such transactions), and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries on terms that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness not materially less favorable to the Company or such Restricted Subsidiary, as applicablethe case may be, of such Affiliate Transaction from as determined in good faith by the Company, than those that could be obtained in a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions comparable arm’s-length transaction with a Person who that is not an Affiliate immediately before of the consummation of such transaction that becomes an Affiliate as a result of such transactionCompany; (148) transactions effected as part of a Qualified Receivables Transaction; (9) any lease employment, severance or consulting agreement or other compensation agreement, arrangement or plan, or any amendment thereto, entered into between by the Company or any of its Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, Subsidiaries in the ordinary course of business; (1510) intellectual property licenses in sales of Capital Interests (other than Redeemable Capital Interests) to Affiliates of the ordinary course of businessCompany; (1611) payments any transaction in which the Company or its Restricted Subsidiaries, as the case may be, deliver to and from, and transactions with, any Joint Ventures entered into in the ordinary course Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or its Restricted Subsidiary from a financial point of business view or consistent that such transaction complies with past practice clause (including, including without limitation, any cash management activities related thereto1) of Section 4.14(a); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (1812) transactions between the Company or any of its Restricted Subsidiary Subsidiaries and any Person, which is Person that constitutes an Affiliate solely due to because a director or directors of such Person (or a parent company of such Person) thereof is also being a director of the Company; provided, however, provided that any such director abstains from voting as a director of the Company on any matter involving such other Person; and (13) any transaction on arm’s-length terms with non-Affiliates that become Affiliates as a result of such transaction.

Transactions with Affiliates. The Neither the Company shall not, and shall not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of nor any of its properties Subsidiaries shall enter into or assets be a party to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, a transaction with any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted such Subsidiary (which Affiliate is not the Company or a Subsidiary) with a value in excess of $25.0 million1,000,000, unless: except (ai) such Affiliate Transaction is transactions with Affiliates on terms that are (x) no less favorable to the Company or such Restricted Subsidiary than those that would could have been obtained in a comparable transaction on an arm’s length basis from an unrelated Person, as reasonably determined by the board of directors of the Company or such Restricted Subsidiary with a non-Affiliated Person; and duly authorized committee thereof or (by) with respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates directors of the Company; , (6ii) Restricted Payments Dividends not prohibited by Section 6.08, (iii) fees and Permitted Investments that do not violate the provisions compensation paid to and indemnities provided on behalf of Section 4.9; (7) payments to an Affiliate in respect officers and directors of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to reasonably determined in good faith by the fairness to board of directors, the Company audit committee or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate senior management of the Company, as lessor, which is approved by (iv) the Board issuance of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate common stock of the Company, as lessor, (v) loans and advances to officers and directors made in the ordinary course of business; , (15vi) intellectual property licenses transactions among the Account Parties and their wholly-owned Subsidiaries, (vii) transactions permitted by Sections 6.02 and 6.04, (viii) transactions and payments pursuant to agreements and arrangements disclosed in, or listed as an exhibit to, the Company’s annual report on Form 10−K filed with the SEC on February 24, 2015 or any subsequent other filing with the SEC through the Effective Date or any such agreement or arrangement as thereafter amended, extended or replaced on terms that are, in the ordinary course aggregate, no less favorable to the Company and its Subsidiaries than the terms of business; (16) payments to and fromsuch agreement on the Effective Date, as the case may be, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17ix) the payment transactions and payments set forth on Schedule 6.09 and amendments thereto that are not materially adverse to the Lenders, as reasonably determined by the board of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director duly authorized committee thereof or an Authorized Officer of the Company on any matter involving such other PersonCompany.

Transactions with Affiliates. The Company OI Group shall not, and shall not permit any of its Restricted Subsidiary 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, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each of the foregoingeach, an “Affiliate Transaction”) involving aggregate payments or in consideration made by the Company or any Restricted Subsidiary in excess of $25.0 5.0 million, unless: (a1) such Affiliate Transaction is on terms that are no less favorable to OI Group or the Company or such relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company OI Group or such Restricted Subsidiary with a non-Affiliated an unrelated Person; and (b2) OI Group delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 5.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above this Section 4.16 and that such Affiliate Transaction is has been approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed to be Affiliate Transactions and and, therefore, will shall not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer transactions between or director indemnification agreement or any similar arrangement entered into by the Company or any among OI Group and/or its Restricted Subsidiary in the ordinary course of business and payments theretoSubsidiaries; (2) transactions between or among OI Group and/or its Restricted Subsidiaries on the Company one hand, and one or more Restricted SubsidiariesOI Inc. on the other, that are in the ordinary course of business consistent with past practices; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate payment of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Personreasonable directors’ fees; (4) Restricted Payments that are permitted by Section 4.12; (5) the payment of customary annual management, consulting, monitoring and advisory fees and related expenses to KKR and its Affiliates; (6) the payment of reasonable and customary fees paid to, and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of provided on behalf of, officers, directors, employees or consultants of the Company OI Group, any of its direct or indirect parent corporations or any Restricted SubsidiarySubsidiary of OI Group; (57) payments by OI Group or any of its Restricted Subsidiaries to KKR and its Affiliates for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of OI Group in good faith; (8) transactions in which OI Group or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an investment banking firm of nationally recognized standing stating that such transaction is fair to OI Group or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of the preceding paragraph; (9) in addition to any payments referred to in (6) above, payments or loans to officers, directors and employees of OI Group, any of its direct or indirect parent corporations or any Restricted Subsidiary of OI Group for business or personal purposes and other loans and advances, in accordance with any policy of OI Group which shall have been approved by the Board of Directors of OI Group in good faith from time to time, to such officers, directors and employees for travel, entertainment, moving and other relocation expenses made in the ordinary course of business of OI Group, any of its direct or indirect parent corporations or any Restricted Subsidiary of OI Group; (10) any agreement in effect as of the Issue Date or any amendment thereto (so long as such amendment is not disadvantageous to the Holders in any material respect) or any transaction contemplated thereby; (11) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business which are fair to OI Group or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of OI Group or the senior management thereof; (12) the issuance of Equity Interests (other than Disqualified Stock) of OI Group or the Company to Affiliates of the Company;any Principal; and (613) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction transactions involving the transfer sale of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers accounts receivables by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company OI Group or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or special purpose vehicle established by any Restricted Subsidiary of them to purchase and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Personsell receivables.

Transactions with Affiliates. The Company For purposes of this Section 4.01(z) only, the term "AFFILIATE" shall notmean (a) any person, who to the knowledge of the Company, is the beneficial owner of 5% or more of the voting securities of the Company, (b) any director or officer of the Company, (c) any person who directly or indirectly controls, is controlled by or is under common control with the Company, (d) any person who directly or indirectly controls, is controlled by or is under common control with the persons described in clause (b) and who is known to the Company, and shall not permit (e) any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose member of the immediate family of any of the foregoing persons. Except as set forth in SCHEDULE 4.01(Z), since December 31, 2001, neither the Company nor any of its properties subsidiaries has: (a) purchased, leased or assets to, or purchase otherwise acquired any material property or assets or obtained any material services (other than services of a director, officer or employee in such capacities) from, (b) sold, leased or otherwise disposed of any material property or assets or provided any material services to (except with respect to cash remuneration in amounts consistent with past practice for services rendered as a director, officer or employee), or (c) borrowed any money from, or enter into made or forgiven any contract, agreement, understanding, loan, loan or other advance or Guarantee with, or for the benefit ofto, any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors Affiliate. Except as set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies SCHEDULE 4.01(Z) and except for cash remuneration in amounts consistent with clause (a) above past practice for services rendered and such Affiliate Transaction is approved by a majority reimbursements of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions business expenses to employees, consultants, officers and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary directors in the ordinary course of business and payments thereto; (2a) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that Contracts do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes include any obligation or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which commitment between the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee subsidiaries and any Affiliate of which will survive the CompanyEffective Time, as lessor, which is approved by (b) the Board of Directors assets of the Company in good faith, and its subsidiaries do not include any receivable or any lease entered into between other payment obligation or commitment from an Affiliate and (c) the liabilities of the Company and its subsidiaries do not include any payable or other obligation or commitment to any Restricted SubsidiaryAffiliate. Except as set forth SCHEDULE 4.01(z), as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business no director or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders officer of the Company or any parent subsidiary is a party to any contract with any customer or supplier of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary of its subsidiaries that materially and adversely affects in any Personmanner the business, which is an Affiliate solely due to a director financial condition or directors results of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director operation of the Company on or any matter involving such other Personof its subsidiaries.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend or permit to exist any transaction, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million), unless: (ai) such the Affiliate Transaction is on terms that are no less favorable to the Company or such the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated an unrelated Person; and (bA) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 millionU.S.$2,500,000, (1) the terms of the Affiliate Transaction are set forth in writing; (2) a majority of the disinterested members of the Board of Directors of the Company have determined in good faith that such Affiliate Transaction complies with this covenant and have approved such Affiliate Transaction; and (3) the Company delivers to the Trustee a resolution of the Company’s Board of Directors of the Company set forth in an Officers’ Certificate certifying evidencing the fulfillment of the condition set out in clause (ii)(A)(2); and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of U.S.$6,000,000, in addition to the conditions set out in clause (ii)(A), the Company delivers to the Trustee a written opinion to the effect that such Affiliate Transaction complies with clause is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries issued by an investment banking firm of national standing. (ab) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed to be Affiliate Transactions and and, therefore, will shall not be subject to the provisions of the prior paragraphSection 4.11(a) hereof: (1i) any reasonable and customary employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries and approved by the Board of Directors; (ii) transactions exclusively between or among the Company and/or any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries; (iii) payment of reasonable directors’ fees to directors of the Company and its Restricted Subsidiaries who are not otherwise Affiliates of the Company as determined in good faith by the Company’s Board of Directors; (iv) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (v) Restricted Payments that do not violate Section 4.07 hereof; (vi) loans or advances to employees in the ordinary course of business and payments theretoin accordance with the past practices of the Company or its Restricted Subsidiaries, but in any event not to exceed U.S.$500,000 in the aggregate at any time outstanding; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3vii) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable Person and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants no Affiliate of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stocka Restricted Subsidiary thereof) of the Company to Affiliates owns any Equity Interests in, or controls, such Person except through their ownership of the Company;; and (6viii) Restricted Payments customary and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary reasonable transactions in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (includingPermitted Securitization, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonStandard Securitization Undertakings.

Transactions with Affiliates. The Company Borrower shall not, and nor shall not it permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any of its properties or assets Restricted Subsidiaries to, enter into any transaction (including the purchase, sale, lease or purchase exchange of any property or assets from, or enter into the rendering of any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”service) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary payment in excess of $25.0 million10,000,000 with any of their respective Affiliates on terms that are less favorable to the Borrower or such Restricted Subsidiary, unlessas the case may be (as reasonably determined by the Borrower), than those that might be obtained at the time in a comparable arm’s-length transaction from a Person who is not an Affiliate; provided that the foregoing restriction shall not apply to: (a) any transaction between or among the Borrower and/or one or more Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such Affiliate Transaction is on terms that are no less favorable transaction) to the Company extent permitted or such Restricted Subsidiary than those that would have been obtained in a comparable transaction not restricted by the Company or such Restricted Subsidiary with a non-Affiliated Person; andthis Agreement; (b) any issuance, sale or grant 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 the board of directors (or equivalent governing body) of any Parent Company or of the Borrower or any Restricted Subsidiary; (i) any collective bargaining, employment or severance agreement or compensatory (including profit sharing) arrangement entered into by the Borrower or any of its Restricted Subsidiaries with respect their respective current or former officers, directors, members of management, managers, employees, consultants or independent contractors or those of any Parent Company, (ii) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with current or former officers, directors, members of management, managers, employees, consultants or independent contractors and (iii) transactions pursuant to any Affiliate Transaction involving aggregate payments employee compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers current or former officers, directors, members of management, managers, employees, consultants or independent contractors or any employment contract or arrangement; (i) transactions permitted by Sections 6.01(d), (o), (bb) and (ee), 0.00 xxx 0.00(x), (x), (x), (x), (x), (x), (x), (x) and (aa) and (ii) issuances of Capital Stock and Indebtedness not restricted by this Agreement; (e) transactions in excess existence on the Closing Date and any amendment, modification or extension thereof to the extent such amendment, modification or extension, taken as a whole, is not (i) materially adverse to the Lenders or (ii) more disadvantageous to the Lenders than the relevant transaction in existence on the Closing Date; (f) (i) so long as no Event of $200.0 millionDefault under Section 7.01(a), 7.01(f) or 7.01(g) then exists or would result therefrom, the Company delivers payment of management, monitoring, consulting, advisory and similar fees to any Investor in the Trustee a resolution amount permitted by the Management Agreement (as in effect on the Closing Date) and (ii) the payment of all indemnification obligations and expenses owed to any Investor and any of their respective directors, officers, members of management, managers, employees and consultants, in each case of clauses (i) and (ii) whether currently due or paid in respect of accruals from prior periods; (g) the Transactions, including the payment of Transaction Costs and payments required under the Reorganization Agreement; (h) customary compensation to Affiliates in connection with financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees, which payments are approved by the majority of the Company’s Board members of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause the board of directors (aor similar governing body) above and such Affiliate Transaction is approved by or a majority of the disinterested members of the Company’s Board board of Directors. The following items shall not be deemed Affiliate Transactions directors (or similar governing body) of the Borrower in good faith; (i) Guarantees permitted by Section 6.01 or Section 6.06; (j) loans and therefore, will not be subject other transactions among the Loan Parties to the provisions extent permitted under this Article 6; (k) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the prior paragraph: board of directors (1) or similar governing body), officers, employees, members of management, managers, consultants and independent contractors of the Borrower and/or any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and and, in the case of payments thereto; (2) transactions between to such Person in such capacity on behalf of any Parent Company, to the extent attributable to the operations of the Borrower or among the Company and one or more its Restricted Subsidiaries; (3l) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate customers, clients, suppliers, joint ventures, purchasers or sellers of the Company solely because the Company owns, directly goods or through a Restricted Subsidiary, an Equity Interest in, services or controls, such Person; (4) payment providers of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures labor entered into in the ordinary course of business business, which are (i) fair to the Borrower and/or its applicable Restricted Subsidiary in the good faith determination of the board of directors (or consistent with past practice similar governing body) of the Borrower or the senior management thereof or (including, including without limitation, any cash management activities related thereto)ii) on terms at least as favorable as might reasonably be obtained from a Person other than an Affiliate; (17m) the payment of reasonable out-of-pocket costs and expenses relating related to registration rights and customary indemnities provided to stockholders shareholders under any shareholder agreement; (i) any purchase by Holdings of the Company Capital Stock of (or contribution to the equity capital of) the Borrower and (ii) any intercompany loans made by Holdings to the Borrower or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreementsRestricted Subsidiary; and (18o) transactions between any transaction in respect of which the Company Borrower delivers to the Administrative Agent a letter addressed to the board of directors (or any equivalent governing body) of the Borrower from an accounting, appraisal or investment banking firm of nationally recognized standing stating that such transaction is on terms that are no less favorable to the Borrower or the applicable Restricted Subsidiary and any Person, which than might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonAffiliate.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary 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, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 50.0 million, unless: (ai) such Affiliate Transaction is on terms that are no not materially less favorable favorable, taken as a whole, as determined in good faith by the Company or senior management thereof, to the Company or such its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a nonan unrelated Person on an arm’s-Affiliated Personlength basis; and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $200.0 million, 75.0 million is approved by the Company delivers to majority of the Trustee a resolution Board of Directors of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause . (ab) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items ‎Section 4.11 hereof shall not be deemed Affiliate Transactions and therefore, will not be subject apply to the provisions of the prior paragraphfollowing: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2i) transactions between or among the Company and one any of its Restricted Subsidiaries (or more an entity that becomes a Restricted Subsidiary as a result of, or in connection with, such transaction, so long as neither such entity nor the selling entity was an Affiliate of the Company or any Restricted Subsidiary prior to such transaction); (ii) Restricted Payments permitted by ‎‎Section 4.07 hereof and Permitted Investments; (iii) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements and agreements provided on behalf of, or entered into with, current or former officers, directors, employees or consultants of the Company or any of its Restricted Subsidiaries; (3iv) any agreement as in effect as of the Issue Date or any amendment, supplement, modification, extension or renewal thereto (so long as such amendments, supplements, modifications, extensions or renewals are not disadvantageous in any material respect to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date, as determined in good faith by the Board of Directors of the Company or the senior management thereof) and any transaction contemplated thereby as determined in good faith by the Company; (v) the Transactions and the payment of all fees and expenses related to the Transactions; (vi) transactions with customers (excluding leases), clients, suppliers, or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale 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 and 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 as determined by the Board of Directors of the Company or the senior management thereof; (vii) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Company and the granting and performance of any registration rights with respect thereto; (viii) payments or loans (or cancellation of loans) to current or former employees, officers, directors or consultants of the Company or any of its Restricted Subsidiaries and employment agreements, benefit plans, equity plans, stock option and stock ownership plans and other similar arrangements with such employees, officers, directors or consultants which, in each case, are approved by the Company in good faith; (ix) transactions with joint ventures or similar arrangements for the purchase or sale of goods, equipment and services entered into in the ordinary course of business; (x) transactions in which the Company or any Restricted Subsidiary, as the case may be, delivered 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 clause ‎(i) of ‎‎Section 4.11(a); (xi) the issuances of securities or other payments, loans (or cancellation of loans) awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, benefit plans, equity plans, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company in good faith; (xii) any contribution to the capital of the Company (other than in consideration of Disqualified Stock); (xiii) the provision to Unrestricted Subsidiaries of cash management, accounting and other overhead services in the ordinary course of business undertaken in good faith and not for the purpose of circumventing any covenant set forth in this Indenture; (xiv) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company ownsCompany, directly or through a Restricted Subsidiaryindirectly, an owns Equity Interest Interests in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18xv) transactions between with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests where such Affiliate receives the Company same consideration or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of treated the same as non-Affiliates in such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Persontransaction.

Transactions with Affiliates. (a) The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any of its properties or assets Restricted Subsidiaries to, directly or purchase indirectly, enter into or permit to occur any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or assets from, or enter into the rendering of any contract, agreement, understanding, loan, advance or Guarantee service) with, or for the benefit of, any Affiliate of its Affiliates (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments payment or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: (a1) such Affiliate Transaction is on terms that are no not materially less favorable to the Company or such the relevant Restricted Subsidiary than those that would might reasonably have been obtained in a comparable transaction by at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary with a non-Affiliated Person; Company, and (b2) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $200.0 80.0 million, a Board Resolution adopted by the majority of the members of the Board of Directors of the Company delivers to the Trustee or a resolution of the Company’s Audit Committee of the Board of Directors of the Company approved by a majority of the members of the Audit Committee approving such Affiliate Transaction and set forth in an Officersofficers’ Certificate certificate certifying that such Affiliate Transaction complies with clause (a1) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. this Section 4.11(a). (b) The following items shall will not be deemed to be Affiliate Transactions and and, therefore, will not be subject to the provisions of the prior paragraphSection 4.11(a) hereof: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to compensation paid to, and indemnity arrangements or otherwise) of provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted SubsidiarySubsidiary of the Company as determined in good faith by the Company’s Board of Directors or a committee thereof; (2) transactions between or among the Company and any of its Restricted Subsidiaries or between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by this Indenture; (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 by 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 as determined in good faith by the Company’s Board of Directors; (4) Restricted Payments or Permitted Investments permitted by this Indenture; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction transactions effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10Transaction; (106) any transfers by the Company payments or any Restricted Subsidiary to, and any lease entered into by the Company loans to employees or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries consultants that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith; (7) sales of Qualified Capital Stock; (8) the existence of, or the performance by the Company or any lease of its Restricted Subsidiaries of its obligations under the terms of, 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 between after the Issue Date shall only be permitted by this clause (8) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the Holders in any material respect; (9) transactions permitted by, and complying with, the provisions of Section 5.01 hereof; (10) any issuance of securities or other payments, awards, grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company or a committee thereof in good faith; (11) investments by the Permitted Holders in securities of the Company or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities; and (12) transactions in which the Company or any Restricted Subsidiary, as lesseethe case may be, and any receives an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is either fair, from a financial standpoint, to the Company or such Restricted Subsidiary or is on terms not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Person.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, selldirectly or indirectly, leaseenter into or conduct any transaction (including the purchase, transfer sale, lease or otherwise dispose exchange of any of its properties or assets to, or purchase any property or assets from, asset or enter into the rendering of any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, service) with any Affiliate (each of the foregoing, Company (an “"Affiliate Transaction”") involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: (a1) the terms of such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that would could have been obtained in a comparable transaction by the Company or such Restricted Subsidiary in a comparable transaction at the time of such transaction in arms' length dealings with a non-Affiliated PersonPerson that is not an Affiliate; (2) in the event such Affiliate Transaction involves an aggregate consideration in excess of $30.0 million, the Company has provided an Officer's Certificate to the Trustee stating that the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at the time of such transaction in arms' length dealings with a Person that is not an Affiliate; and (b3) with respect to any in the event such Affiliate Transaction involving involves an aggregate payments consideration in excess of $200.0 50.0 million, the Company delivers to the Trustee a resolution terms of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is transaction have been approved by a majority of the disinterested members of the Company’s Board of Directors. The following items Directors of the Company and by a majority of the members of such Board of Directors having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in clause (1) above). (b) Section 4.11(a) shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraphapply to: (1) any employment agreement, employee benefit plan, officer transaction between the Company and any of its Restricted Subsidiaries or director indemnification agreement or between any similar arrangement entered into Restricted Subsidiaries of the Company and any Guarantees issued by the Company or any a Restricted Subsidiary of the Company for the benefit of the Company or any of its Restricted Subsidiaries, as the case may be, in the ordinary course of business and payments theretoaccordance with Section 4.09; (2) transactions between or among the Company any Restricted Payment permitted to be made pursuant to Section 4.07 and one or more Restricted Subsidiariesany Permitted Investments; (3) transactions with a Person (any issuance of securities or other than an Unrestricted Subsidiary) that is an Affiliate payments, awards or grants in cash, securities or otherwise pursuant to, or as the funding of, employment agreements and severance and other compensation arrangements, options to purchase Capital Stock of the Company solely because Company, 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, directors and employees approved by the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such PersonBoard of Directors of the Company; (4) the payment of reasonable and customary fees and reimbursements of expenses (pursuant to or employee benefits paid to, and indemnity arrangements or otherwise) of officersprovided on behalf of, directors, officers, employees or consultants of the Company or any of its Restricted SubsidiarySubsidiaries; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee cancellations of loans or any committee advances) to employees, Officers or directors of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business, in an aggregate amount not in excess of $5.0 million (without giving effect to the forgiveness of any such loan); (156) intellectual property licenses any agreement as in effect as of the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Company or any of its Restricted Subsidiaries in any material respect in the good faith judgment of Senior Management, when taken as a whole, than the terms of the agreements in effect on the Issue Date; (7) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into or amalgamated, arranged or consolidated with the Company or any of its Restricted Subsidiaries; provided that such agreement was not entered into in contemplation of such acquisition, merger, amalgamation, arrangement or consolidation, and any amendment thereto (so long as any such amendment is not disadvantageous to the Company or any of its Restricted Subsidiaries in the good faith judgment of Senior Management, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition, merger, amalgamation, arrangement or consolidation); (8) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services or any management services or support agreements, in each case in the ordinary course of businessthe business of the Company and its Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture; provided that in the reasonable determination of the members of the Board of Directors or Senior Management of the Company, such transactions or agreements are on terms that are not materially less favorable, when taken as a whole, to the Company or the relevant Restricted Subsidiary than those that could have been obtained at the time of such transactions or agreements in a comparable transaction or agreement by the Company or such Restricted Subsidiary with an unrelated Person; (169) payments any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Company and from, any agreement that grants registration and transactions with, any Joint Ventures entered into other customary rights in connection therewith or otherwise to the ordinary course direct or indirect security holders of business or consistent with past practice the Company (including, including without limitation, any cash management activities related theretoand the performance of such agreements); (1710) any transaction with a Restricted Subsidiary of the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of Company, joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or any parent of its Restricted Subsidiaries owns any equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; provided that no Affiliate of the Company, other than the Company pursuant to or any of its Restricted Subsidiaries, shall have a stockholders agreement beneficial interest or a registration rights agreement entered into on or after the Issue Date otherwise participate in connection therewith such Restricted Subsidiary, joint venture or similar equity holder’s agreements or limited liability company agreements; andentity other than through such Affiliate's ownership of the Company; (1811) transactions between the Company or any of its Restricted Subsidiary Subsidiaries and any Person, which Person that is an Affiliate solely due to a director because one or more of its directors of such Person (or a parent company of such Person) is also being a director of the CompanyCompany or any of its Restricted Subsidiaries; provided, however, provided that any such director abstains from voting as a director of the Company or such Restricted Subsidiary, as the case may be, on any matter involving such other Person; (12) any merger, amalgamation, arrangement, consolidation or other reorganization of the Company with an Affiliate solely for the purpose and with the sole effect of forming a holding company or reincorporating the Company in a new jurisdiction; (13) the entering into of a tax sharing agreement, or payments pursuant thereto, between the Company and one or more Subsidiaries, on the one hand, and any other Person with which the Company and such Subsidiaries are required or permitted to file a consolidated tax return or with which the Company and such Subsidiaries are part of a consolidated group for tax purposes, on the other hand; (14) any employment, deferred compensation, consulting, non-competition, confidentiality or similar agreement entered into by the Company or any of its Restricted Subsidiaries with its employees or directors in the ordinary course of business and payments and other benefits (including bonus, retirement, severance, health, stock option and other benefit plans) pursuant thereto; (15) pledges of Capital Stock or Indebtedness of Unrestricted Subsidiaries; and (16) transactions in which the Company or any of its Restricted Subsidiaries 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 stating that the terms are not materially less favorable, when taken as a whole, than those that might reasonably have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at such time on an arms' length basis from a Person that is not an Affiliate.

Transactions with Affiliates. The Company Top Borrower shall not, and nor shall not it permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any of its properties or assets Restricted Subsidiaries to, enter into any transaction (including the purchase, sale, lease or purchase exchange of any property or assets from, or enter into the rendering of any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”service) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary payment in excess of $25.0 million6,125,000 with any of their respective Affiliates on terms that are less favorable to the Top Borrower or such Restricted Subsidiary, unlessas the case may be (as reasonably determined by the Top Borrower), than those that might be obtained at the time in a comparable arm’s-length transaction from a Person who is not an Affiliate; provided that the foregoing restriction shall not apply to: (a) any transaction between or among Holdings, the Top Borrower and/or one or more Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such Affiliate Transaction is on terms that are no less favorable transaction) to the Company extent permitted or such Restricted Subsidiary than those that would have been obtained in a comparable transaction not restricted by the Company or such Restricted Subsidiary with a non-Affiliated Person; andthis Agreement; (b) any issuance, sale or grant 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 the board of directors (or equivalent governing body) of any Parent Company or of the Top Borrower or any Restricted Subsidiary; (i) any collective bargaining, employment or severance agreement or compensatory (including profit sharing) arrangement entered into by the Top Borrower or any of its Restricted Subsidiaries with respect their respective current or former officers, directors, members of management, managers, employees, consultants or independent contractors or those of any Parent Company, (ii) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with current or former officers, directors, members of management, managers, employees, consultants or independent contractors and (iii) transactions pursuant to any Affiliate Transaction involving aggregate payments employee compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers current or former officers, directors, members of management, managers, employees, consultants or independent contractors or any employment contract or arrangement; (d) (i) transactions permitted by Sections 6.01(d), (o) and (ee), 6.04 and 6.06(h), (m), (o), (t), (v), (y), (z) and (aa) and (ii) issuances of Capital Stock and issuances and incurrences of Indebtedness not restricted by this Agreement; (e) transactions in excess existence on the Closing Date and any amendment, modification or extension thereof to the extent such amendment, modification or extension, taken as a whole, is not (i) materially adverse to the Lenders or (ii) more disadvantageous to the Lenders than the relevant transaction in existence on the Closing Date; (f) (i) so long as no Event of Default under Sections 7.01(a), 7.01(f) or 7.01(g) then exists or would result therefrom, the payment of management, monitoring, consulting, advisory and similar fees to any Investor in an amount not to exceed the greater of $200.0 million1,225,000 and 2.5% of Consolidated Adjusted EBITDA per Fiscal Year and (ii) the payment of all indemnification obligations and expenses owed to any Investor and any of their respective directors, officers, members of management, managers, employees and consultants, in each case of clauses (i) and (ii) whether currently due or paid in respect of accruals from prior periods; (g) the Company delivers Transactions, including the payment of Transaction Costs and payments required under the Acquisition Agreement; (h) customary compensation to Affiliates in connection with financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees, which payments are approved by the Trustee a resolution majority of the Company’s Board members of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause the board of directors (aor similar governing body) above and such Affiliate Transaction is approved by or a majority of the disinterested members of the Company’s Board board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions directors (or similar governing body) of the prior paragraph:Top Borrower in good faith; (1i) Guarantees permitted by Section 6.01 or Section 6.06; (j) transactions among Holdings, the Top Borrower and its Restricted Subsidiaries that are otherwise permitted (or not restricted) under this Article 6; (k) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors (or similar governing body), officers, employees, members of management, managers, consultants and independent contractors of the Top Borrower and/or any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and and, in the case of payments theretoto such Person in such capacity on behalf of any Parent Company, to the extent attributable to the operations of the Top Borrower or its subsidiaries; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3l) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate customers, clients, suppliers, joint ventures, purchasers or sellers of the Company solely because the Company owns, directly goods or through a Restricted Subsidiary, an Equity Interest in, services or controls, such Person; (4) payment providers of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures labor entered into in the ordinary course of business business, which are (i) fair to the Top Borrower and/or its applicable Restricted Subsidiary in the good faith determination of the board of directors (or consistent with past practice similar governing body) of the Top Borrower or the senior management thereof or (including, including without limitation, any cash management activities related thereto)ii) on terms at least as favorable as might reasonably be obtained from a Person other than an Affiliate; (17m) the payment of reasonable out-of-pocket costs and expenses relating related to registration rights and customary indemnities provided to stockholders shareholders under any shareholder agreement; (n) (i) any purchase by Holdings of the Company Capital Stock of (or contribution to the equity capital of) the Top Borrower and (ii) any intercompany loans made by Holdings to the Top Borrower or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreementsRestricted Subsidiary; and (18o) transactions between any transaction in respect of which the Company Top Borrower delivers to the Administrative Agent a letter addressed to the board of directors (or any equivalent governing body) of the Top Borrower from an accounting, appraisal or investment banking firm of nationally recognized standing stating that such transaction is on terms that are no less favorable to the Top Borrower or the applicable Restricted Subsidiary and any Person, which than might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonAffiliate.

Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, selldirectly or indirectly, leaseenter into any transaction (including the purchase, transfer sale, lease or otherwise dispose exchange of any of its properties or assets to, or purchase any property or assets from, the rendering of any service) or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, series of related transactions with any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicablethe case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before than those which might be obtained at the consummation time of such transaction from a Person that becomes is not such an Affiliate as a result of such transaction; Affiliate; provided, however, that this Section 1011 shall not limit, or be applicable to, (141) any lease entered into between transaction involving one or more Unrestricted Subsidiaries and not involving the Company or any Restricted Subsidiary, as lessee (2) any transaction between the Company and any Affiliate Restricted Subsidiary or between Restricted Subsidiaries or (3) any Permitted Transactions. In addition, any transaction or series of the Companyrelated transactions, as lessorother than Permitted Transactions, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, Subsidiary and any Affiliate of the Company (other than a Restricted Subsidiary) involving an aggregate consideration of $25 million or more must be approved in good faith by a majority of the Company, as lessor, in the ordinary course ’s Disinterested Directors (of business; (15which there must be at least one) intellectual property licenses in the ordinary course and evidenced by a Board Resolution. For purposes of business; (16) payments to and from, and transactions withthis Section 1011, any Joint Ventures entered into in the ordinary course transaction or series of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company that is approved by a majority of the Disinterested Directors (of which there must be at least one) and evidenced by a Board Resolution shall be deemed to be on any matter involving terms as favorable as those that might be obtained at the time of such other Persontransaction (or series of transactions) from a Person that is not such an Affiliate and thus shall be permitted under this Section 1011.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each of the foregoingCompany (each, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million), unless: (ai) such the Affiliate Transaction is on terms that are no not materially less favorable to the Company or such the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated an unrelated Person; and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 million25,000,000, the Company delivers to the Trustee Administrative Agent either (I) a resolution of the Company’s Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above this Section 6.6 and that such Affiliate Transaction is has been approved by a majority of the disinterested members of the Company’s Board of Directors or (II) with respect to any such Affiliate Transaction or series of related Affiliate Transactions as to which there are no disinterested members of the Board of Directors. , an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an independent accounting, appraisal or investment banking firm of international standing qualified to perform the task for which such firm has been engaged (as determined by the Company in good faith) (b) The following items shall will not be deemed to be Affiliate Transactions and and, therefore, will not be subject to the provisions of the prior paragraph: (1i) any employment agreementdirector, officer, employee benefit planand consultant compensation, officer or director benefit, reimbursement and indemnification agreement or any similar arrangement agreements, plans and arrangements (and payment awards in connection therewith) entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and payments theretobusiness; (2ii) transactions between or among the Company and one or more and/or its Restricted Subsidiaries; (3iii) transactions with a Person (other than an Unrestricted SubsidiarySubsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4iv) payment (x) any issuance of reasonable Qualified Equity Interests of the Company (other than Designated Preferred Stock) to an Affiliate and customary fees and reimbursements the granting or performance of expenses registration rights in respect of any Qualified Equity Interests of the Company (pursuant other than Designated Preferred Stock), which rights have been approved by the Board of Directors of the Company or (y) any contribution to indemnity arrangements or otherwise) of officers, directors, employees or consultants the capital of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6v) Restricted Payments and Permitted Investments that do not violate the provisions Section 6.3 and Investments consisting of Section 4.9Permitted Investments; (7vi) payments to an Affiliate in respect the performance of the Notes or any other Indebtedness obligations of the Company or any Restricted Subsidiary under the terms of any agreement that is in effect as of or on Closing Date and set forth on Schedule 6.6(b)(vi) or any amendment, modification, supplement, extension or renewal, from time to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, extension or renewal, from time to time, thereto) in any replacement agreement thereto, so long as any such amendment, modification, supplement, extension or renewal, or replacement agreement, is not materially more disadvantageous to Lenders taken as a whole than the same basis original agreement as concurrent payments made or offered to be made in respect thereof to non-Affiliates;effect on Closing Date; and (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9vii) any transaction transactions effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonTransaction.

Transactions with Affiliates. The Company shall notSection 3.23 of the Disclosure Schedule contains a complete and accurate list (and if oral, an accurate and complete description of all material terms) of all Contracts, transfers of assets or liabilities or other arrangements, commitments or transactions to or by which any of the Acquired Companies or any of their Subsidiaries, on the one hand, and shall not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose Affiliate of any of its properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit ofAcquired Companies, any of their Subsidiaries, any Seller or any Affiliate (each of any Seller, on the other hand, are a party or otherwise bound, except for Contracts, arrangements or commitments entered into or made by any of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company Acquired Companies or any Restricted Subsidiary in excess of $25.0 million, unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary their Subsidiaries in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company individuals solely because the Company ownsin their capacities as employees, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees managers or consultants of the such Acquired Company or such Subsidiary. Since January 1, 2013, none of the equity holders, consultants, officers, directors, managers or employees of any Restricted Subsidiary; (5) of the Acquired Companies or, to the Knowledge of the Acquired Companies, any issuance of Equity Interests their respective Affiliates, have been involved in any business arrangement or relationship with any of the Acquired Companies or any of their Subsidiaries (other than Disqualified Stock) arrangements or relationships with the Acquired Companies or any of their Subsidiaries solely in their capacity as an employee, officer, director, manager or consultant of such entity). None of the Company to Affiliates equity holders, consultants, officers, directors, managers or employees of any of the Company; (6) Restricted Payments and Permitted Investments that do not violate Acquired Companies or, to the provisions of Section 4.9; (7) payments to an Affiliate in respect Knowledge of the Notes Acquired Companies, any of their respective Affiliates, (i) are entitled to any payment or transfer of any assets from any of the Acquired Companies or any of their Subsidiaries (other Indebtedness of than compensation owed by the Company Acquired Companies or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees of their Subsidiaries in the ordinary course of business not to exceed $1.0 million any such employee, officer, director, manager or consultant for services rendered in such capacity and other than distributions required or permitted under the aggregate at LLC Operating Agreement), (ii) have any one time outstanding; (9) interest in any transaction effected as part of a Qualified Securitization Facilitymaterial property or asset owned, leased, licensed or used by any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company Acquired Companies or any of its Restricted their Subsidiaries obtains or (iii) have an opinion as interest in any customer or supplier of any of the Acquired Companies or any of their Subsidiaries or any provider of products or services to any of the fairness to Acquired Companies or any of their Subsidiaries (other than the Company direct or indirect ownership of an equity interests in a publicly traded company if such Restricted Subsidiary, as applicable, equity interest is less than five percent of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related theretopublicly traded company’s equity interests); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Person.

Transactions with Affiliates. The Company OI Group shall not, and shall not permit any of its Restricted Subsidiary 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, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each of the foregoingeach, an “Affiliate Transaction”"AFFILIATE TRANSACTION") involving aggregate payments or in consideration made by the Company or any Restricted Subsidiary in excess of $25.0 5.0 million, unless: (a1) such Affiliate Transaction is on terms that are no less favorable to OI Group or the Company or such relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company OI Group or such Restricted Subsidiary with a non-Affiliated an unrelated Person; and (b2) OI Group delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 5.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ ' Certificate certifying that such Affiliate Transaction complies with clause (a) above this Section 4.16 and that such Affiliate Transaction is has been approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed to be Affiliate Transactions and and, therefore, will shall not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer transactions between or director indemnification agreement or any similar arrangement entered into by the Company or any among OI Group and/or its Restricted Subsidiary in the ordinary course of business and payments theretoSubsidiaries; (2) transactions between or among OI Group and/or its Restricted Subsidiaries on the Company one hand, and one or more Restricted SubsidiariesOI Inc. on the other, that are in the ordinary course of business consistent with past practices; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate payment of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Personreasonable directors' fees; (4) Restricted Payments that are permitted by Section 4.12; (5) the payment of customary annual management, consulting, monitoring and advisory fees and related expenses to KKR and its Affiliates; (6) the payment of reasonable and customary fees paid to, and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of provided on behalf of, officers, directors, employees or consultants of the Company OI Group, any of its direct or indirect parent corporations or any Restricted SubsidiarySubsidiary of OI Group; (57) payments by OI Group or any of its Restricted Subsidiaries to KKR and its Affiliates for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of OI Group in good faith; (8) transactions in which OI Group or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an investment banking firm of nationally recognized standing stating that such transaction is fair to OI Group or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of the preceding paragraph; (9) in addition to any payments referred to in (6) above, payments or loans to officers, directors and employees of OI Group, any of its direct or indirect parent corporations or any Restricted Subsidiary of OI Group for business or personal purposes and other loans and advances, in accordance with any policy of OI Group which shall have been approved by the Board of Directors of OI Group in good faith from time to time, to such officers, directors and employees for travel, entertainment, moving and other relocation expenses made in the ordinary course of business of OI Group, any of its direct or indirect parent corporations or any Restricted Subsidiary of OI Group; (10) any agreement in effect as of the Issue Date or any amendment thereto (so long as such amendment is not disadvantageous to the Holders in any material respect) or any transaction contemplated thereby; (11) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business which are fair to OI Group or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of OI Group or the senior management thereof; (12) the issuance of Equity Interests (other than Disqualified Stock) of OI Group or the Company to Affiliates any of the Company;Principals; and (613) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction transactions involving the transfer sale of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers accounts receivables by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company OI Group or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or special purpose vehicle established by any Restricted Subsidiary of them to purchase and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Personsell receivables.

Transactions with Affiliates. The Company shall notNot, and shall not permit any Restricted Subsidiary of the Loan Parties and their Subsidiaries to, sellenter into, leaseor cause, transfer suffer, or otherwise dispose of permit to exist any transaction, arrangement, or contract with any of its properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”) other Affiliates involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million250,000 per transaction and $750,000 in the aggregate which is on terms which are less favorable than are obtainable from any Person which is not one of its Affiliates, unlessexcept: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction extent expressly permitted by the Company or such Restricted Subsidiary with a non-Affiliated Person; andSections 11.3 and 11.4(i)); (b) with respect transactions relating to any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution agreements listed on Schedule 11.6 as of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments theretoClosing Date; (2c) transactions any transaction between or among the Company and Parent, Borrower and/or one or more Restricted Subsidiaries; Subsidiaries (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction entity that becomes an Affiliate a Subsidiary as a result of such transaction) to the extent permitted or not restricted by this Agreement; (14d) any lease entered into between issuance, sale or grant of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the Company or any Restricted Subsidiaryfunding of, as lessee employment arrangements, stock options and any Affiliate of the Company, as lessor, which is stock ownership plans approved by the Board board of Directors directors (or equivalent governing body) of the Company in good faith, Parent or of Borrower or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15e) intellectual property licenses in the ordinary course declaration or payment of businessany Restricted Payment otherwise permitted hereunder; (16f) payments to and fromtransactions with customers, and transactions withclients, any Joint Ventures suppliers, licensees, joint ventures, purchasers or sellers of goods or services or providers of employees or other labor entered into in the ordinary course of business business, which are (A) fair to Borrower and/or its applicable Subsidiary in the good faith determination of the board of directors (or consistent with past practice similar governing body) of Borrower or the senior management thereof or (including, including without limitation, any cash management activities related thereto);B) on terms not substantially less favorable to Borrower and/or its applicable Subsidiary as might reasonably be obtained from a Person other than an Affiliate, (17g) the payment of reasonable out-of-pocket costs and expenses relating related to registration rights and customary indemnities (as determined by Borrower in good faith) provided to stockholders shareholders under any shareholder agreement and the existence or performance by Borrower or any Subsidiary of its obligations under any such registration rights or shareholder agreement; (h) any purchase by Parent of the Company Equity Interests of (or contribution to the equity capital of) Borrower; (i) any parent transaction in respect of which Xxxxxxxx delivers to Administrative Agent a letter addressed to the Company pursuant board of directors (or equivalent governing body) of Borrower from an accounting, appraisal or investment banking firm of nationally recognized standing stating that such transaction is fair to Borrower or such Subsidiary from a stockholders agreement financial point of view or stating that the terms, when taken as a registration rights agreement entered into on whole, are not substantially less favorable to Borrower or after the Issue Date applicable Subsidiary than might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate; (j) with respect to any officer of a Loan Party, in connection therewith or similar equity holderwith such officer’s agreements or limited liability company agreements; and (18) transactions between the Company or employment by such Loan Party or, with respect to any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provideda Loan Party, however, that any in connection with such director abstains from voting as a director of the Company on any matter involving acting in such other Personcapacity.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary 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, contract, agreement, understanding, loan, advance or Guarantee guarantee with, or for the benefit of, any Affiliate (each of the foregoingCompany (each, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 2.0 million, unless: (a1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Company Company, taken as a whole, or such the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a non-Affiliated an unrelated Person; and (b2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 million, 20.0 million the Company delivers to terms of such transaction have been approved by a majority of the Trustee a resolution members of the Board of Directors of the Company’s Board of Directors . Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a2) above and of this Section 4.11(a) if such Affiliate Transaction is approved by a majority of the disinterested members Disinterested Directors of the Company’s Board of Directors. , if any. (b) The following items shall will not be deemed to be Affiliate Transactions and and, therefore, will not be subject to the provisions of the prior paragraphSection 4.11(a) hereof: (1) any employment agreement, consulting agreement, severance agreement, employee benefit and pension plan, compensation arrangement, officer or director indemnification agreement or any similar arrangement entered into by by, or policy of, the Company or any of its Restricted Subsidiary in the ordinary course of business Subsidiaries and payments pursuant thereto; (2) (a) transactions between or among the Company and/or its Restricted Subsidiaries (or entity that becomes a Restricted Subsidiary as a result of such transaction) and one (b) any merger, amalgamation or more Restricted Subsidiariesconsolidation with any direct or indirect parent entity, provided that such parent entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company and such merger, amalgamation or consolidation is otherwise permitted under this Indenture; (3) transactions with a Person (other than an Unrestricted SubsidiarySubsidiary of the Company) that is an Affiliate of the Company or an Associate or similar entity solely because the Company owns, directly or through a Restricted Subsidiary, any Affiliate of the Company or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any of its Restricted SubsidiarySubsidiaries or any direct or indirect parent of the Company; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company or any direct or indirect parent company of the Company to Affiliates of the Company; (6) (a) Restricted Payments and Permitted Investments or other transactions that do not violate the provisions of Section 4.94.07 hereof and (b) Permitted Investments; (7) payments to an Affiliate in respect sales of the Notes or any other Indebtedness Equity Interests of the Company or any direct or indirect parent of the Company to Affiliates of the Company or its Restricted Subsidiary on Subsidiaries not otherwise prohibited by this Indenture and the same basis as concurrent payments made or offered to be made granting of registration, investor and other customary rights in respect thereof to non-Affiliatesconnection therewith and the payment of fees, costs and expenses related; (8) loans or advances to employees in transactions with an Affiliate where the ordinary course only consideration paid is Qualifying Equity Interests of business not to exceed $1.0 million in the aggregate at any one time outstandingCompany; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified transactions in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion Subsidiaries, as the case may be, delivers to the fairness Trustee a letter from an Independent Financial Advisor stating that such transaction (i) is fair to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction Subsidiary from a financial point of view issued or (ii) meets the requirements of Section 4.11(a)(1) hereof; (10) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, manager, contractor, consultant or advisor of the Company, any of its Subsidiaries or any of its direct or indirect parent entities pursuant to any management equity plan, stock option plan, phantom equity plan or any other management, employee benefit or other compensatory plan or agreement (and any successor plans or arrangements thereto), employment, termination or severance agreement or any stock subscription or equityholder agreement with any such employee, director, officer, manager, contractor, consultant or advisor that are, in each case, approved by an accountingthe Company in good faith; (11) any agreement as in effect as of the Issue Date or any amendment thereto or extension, appraisal renewal or investment banking firm refinancing thereof (so long as any such agreement together with all amendments thereto or extension, renewal or refinancing thereof, taken as a whole, is not more disadvantageous to the Holders of national standingthe Notes in any material respect than the original agreement as in effect on the Issue Date) or any transaction contemplated thereby; (12) transactions with joint ventures or any Subsidiary entered into in the ordinary course of business or consistent with past practice (including any cash management arrangements or activities related thereto); (13) transactions with a Person who is not an Affiliate immediately before any contributions to the consummation common equity capital of such transaction that becomes an Affiliate as a result of such transactionthe Company; (14) any lease transactions entered into between by an Unrestricted Subsidiary with an Affiliate prior to the Company day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to Section 4.17 hereof and pledges of Equity Interests of Unrestricted Subsidiaries; (15) the issuances of Capital Stock, options, other equity-related interests, securities or any Restricted Subsidiaryother payments, as lessee awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and any Affiliate of the Company, as lessor, which is stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company Company, any direct or indirect parent of the Company, or of a Restricted Subsidiary of the Company, as appropriate, in good faith; (16) the entry into any tax-sharing or receivable arrangements or other equity agreements in respect of Related Taxes between the Company or any of its Restricted Subsidiaries and any of their direct or indirect parents; provided, however, that any payment made by the Company or any of its Restricted Subsidiaries under such tax- sharing or receivable arrangements or other equity agreements in respect of Related Taxes is, at the time made, otherwise permitted by Section 4.07 hereof; (17) transactions with customers, vendors, clients, lessors, landlords, suppliers, contractors, distributors or purchasers or sellers of good or services that are Affiliates, in each case, in the ordinary course of business or consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company; (18) transactions between the Company and any of the Company’s Restricted Subsidiaries and any Person a director of which is also a director of the Company or any direct or indirect parent of the Company; provided, however, that such director abstains from voting as a director of the Company; (19) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under Section 4.10 hereof or entered into with any Permitted Business, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (20) (i) any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; lessor and (15ii) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures operational services arrangement entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any PersonAffiliate of the Company, in each case, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director approved by the reasonable determination of the Company; providedand (21) Permitted Intercompany Activities, howeverPermitted Tax Restructurings, that Intercompany License Agreements and related transactions. In addition, if the Company or any such director abstains of its Restricted Subsidiaries (i) purchases or otherwise acquires assets or properties from voting as a director Person which is not an Affiliate, the purchase or acquisition by an Affiliate of the Company on any matter involving of an interest in all or a portion of the assets or properties acquired shall not be deemed an Affiliate Transaction (or cause such purchase or acquisition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction) or (ii) sells or otherwise disposes of assets or other Personproperties to a Person who is not an Affiliate, the sale or other disposition by an Affiliate of the Company of an interest in all or a portion of the assets or properties sold shall not be deemed an Affiliate Transaction (or cause such sale or other disposition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction).

Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary to, selldirectly or indirectly, pay any funds to or for the account of, make any investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any of its properties assets, tangible or assets intangible, to, or purchase any property or assets fromparticipate in, or enter into effect, any contract, agreement, understanding, loan, advance or Guarantee transaction with, or for the benefit of, any Affiliate (each of the foregoingany such payment, investment, lease, sale, transfer, other disposition or transaction, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million, unless: (a) such Affiliate Transaction is except on an arms-length basis on terms that are no less at least as favorable to the Company or such Restricted Subsidiary than those as terms that would could have been obtained from a third party who was not an Affiliate; provided that the foregoing provisions of this Section shall not prohibit (i) any such Person from declaring or paying any lawful dividend or other payment ratably in a comparable transaction by respect of all of its capital stock of the Company or such Restricted Subsidiary with a non-Affiliated Person; and relevant class so long as, after giving effect thereto, no Default shall have occurred and be continuing, (bii) with respect to any Affiliate Transaction involving aggregate payments disclosed in excess of $200.0 million, the Company delivers to Proxy Statement under the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such heading “Certain Relationships and Related Transactions” or (iii) any Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiaryany Affiliate Transaction described in clauses (i) that is an Affiliate or (ii)) in which the amount involved does not exceed $500,000. The approval by the independent directors (or any committee thereof) of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment board of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants directors of the Company or a Subsidiary of any Restricted Subsidiary; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of Subsidiary is a party shall create a rebuttable presumption that such Affiliate Transaction is on an arms-length basis on terms at least as favorable to the Borrower or such Subsidiary as terms that could have been obtained from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person third party who is was not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonAffiliate.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, selldirectly or indirectly, leaseenter into or conduct any transaction (including the purchase, transfer sale, lease or otherwise dispose exchange of any of its properties or assets to, or purchase any property or assets from, asset or enter into the rendering of any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, service) with any Affiliate (each of the foregoing, Company (an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 30.0 million, unless: (a1) the terms of such Affiliate Transaction is on terms that are no not materially less favorable favourable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that would could have been obtained in a comparable transaction by the Company or such Restricted Subsidiary in a comparable transaction at the time of such transaction in arm’s-length dealings with a non-Affiliated PersonPerson that is not an Affiliate; and (b2) with respect to any in the event such Affiliate Transaction involving involves an aggregate payments consideration in excess of $200.0 40.0 million, the Company delivers to the Trustee a resolution terms of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is transaction have been approved by a majority of the disinterested members of the Company’s Board of Directors. The following items Directors of the Company and by a majority of the members of such Board of Directors having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in clause (1) of Section 4.11(a)). (b) Section 4.11(a) shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraphapply to: (1) any employment agreementtransaction between the Company and any of its Restricted Subsidiaries or between any Restricted Subsidiaries of the Company, employee benefit plan, officer or director indemnification agreement or including any similar arrangement entered into Guarantees issued by the Company or a Restricted Subsidiary of the Company for the benefit of the Company or any of its Restricted Subsidiaries, as the case may be, in accordance with Section 4.09; (2) any Restricted Subsidiary Payment permitted to be made pursuant to Section 4.07 and any Permitted Investment (other than the Investments described in clause (14) of the definition of “Permitted Investments”); (3) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or as the funding of, employment, consulting or similar agreements and severance and other compensation arrangements, options to purchase Capital Stock of the Company, 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, directors, employees and consultants in the ordinary course of business and payments thereto; (2) transactions between or among approved by the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate Board of Directors of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such PersonCompany; (4) the payment of reasonable and customary fees and reimbursements of expenses (pursuant to or employee benefits paid to, and indemnity arrangements or otherwise) of officersprovided on behalf of, directors, officers, employees or consultants of the Company or any of its Restricted SubsidiarySubsidiaries; (5) any issuance loans or advances (or cancellations of Equity Interests (other than Disqualified Stockloans or advances) of the Company to Affiliates of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes employees, officers or any other Indebtedness directors of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees of its Subsidiaries in the ordinary course of business business, in an aggregate amount not to exceed in excess of $1.0 million in the aggregate 500,000 at any one time outstanding; (6) any agreement as in effect as of the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Holders in any material respect in the good faith judgment of Senior Management of the Company, when taken as a whole, than the terms of the applicable agreement in effect on the Issue Date; (7) (A) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by, merged into or amalgamated, arranged or consolidated with the Company or any of its Restricted Subsidiaries; provided that such agreement was not entered into in contemplation of such acquisition, merger, amalgamation, arrangement or consolidation, and (B) any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Holders in the good faith judgment of Senior Management of the Company, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition, merger, amalgamation, arrangement or consolidation); (8) transactions (A) with customers, clients, suppliers, Joint Venture partners or purchasers or sellers of goods or services or any management services or support agreements, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture; provided that in the reasonable determination of the Board of Directors or Senior Management of the Company, such transactions or agreements are on terms that are not materially less favourable, when taken as a whole, to the Company or the relevant Restricted Subsidiary than those that could have been obtained at the time of such transactions or agreements in a comparable transaction or agreement by the Company or such Restricted Subsidiary with an unrelated Person; and (B) for the provision of services to Joint Ventures in the ordinary course of the business of the Company and its Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture, and amendments, modifications, supplements, extensions, and revisions thereto or waivers thereof, which are fair to the Company and its Restricted Subsidiaries, taken as a whole, in the good faith judgment of Senior Management of the Company; (9) any transaction effected as part issuance or sale of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables Capital Stock (other than Disqualified Stock) to Affiliates of the type specified Company and any agreement that grants registration and other customary rights in connection therewith or otherwise to the definition direct or indirect securityholders of “Credit Facilities” the Company (and permitted under paragraph (1) the performance of Section 4.10such agreements); (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection transaction with a Sale and Leaseback Person that would not constitute an Affiliate Transaction permitted under this Indenture; (11) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company did not own any equity interest in or otherwise control such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standingPerson; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (1811) transactions between the Company or any of its Restricted Subsidiary Subsidiaries and any Person, which Person that is an Affiliate solely due to a director because one or more of its directors of such Person (or a parent company of such Person) is also being a director of the CompanyCompany or any of its Restricted Subsidiaries; provided, however, provided that any such director abstains from voting as a director of the Company or such Restricted Subsidiary, as the case may be, on any matter involving such other Person; (12) any merger, amalgamation, arrangement, consolidation or other reorganization of the Company with an Affiliate solely for the purpose and with the sole effect of forming a holding company or reincorporating the Company in a new jurisdiction; (13) the entering into of a tax sharing agreement, or payments pursuant thereto, between the Company and one or more Subsidiaries or between Subsidiaries; (14) any employment, deferred compensation, consulting, non-competition, confidentiality or similar agreement entered into by the Company or any of its Restricted Subsidiaries with its employees, directors, officers or consultants in the ordinary course of business and payments and other benefits (including bonus, retirement, severance, health, stock option and other benefit plans) pursuant thereto; (15) pledges of Capital Stock or Indebtedness of Unrestricted Subsidiaries and Joint Ventures; and (16) transactions in which the Company or any of its Restricted Subsidiaries 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 stating that the terms are not materially less favourable, when taken as a whole, than those that might reasonably have been obtained by the Company or such Restricted Subsidiary in a comparable transaction at such time on an arms’ length basis from a Person that is not an Affiliate.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any of its properties Restricted Subsidiaries to enter into any transaction or assets toseries of related transactions (including, without limitation, the purchase, sale, lease or purchase exchange of any property or assets from, the rendering of any service) involving aggregate consideration in excess of U.S.$1.0 million (or enter into any contract, agreement, understanding, loan, advance or Guarantee equivalent in other currencies) with, or for the benefit of, any Affiliate of its Affiliates (each of the foregoingeach, an “Affiliate Transaction”), unless: (1) involving the terms of such Affiliate Transaction are no less favorable in all material respects to the Company or the applicable Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company; and (2) in the event that such Affiliate Transaction involves aggregate payments payments, or consideration made transfers of property or services with a Fair Market Value, in excess of U.S.$10.0 million (or the equivalent in other currencies), the terms of such Affiliate Transaction will be approved by a majority of the members of the Board of Directors of the Company (including a majority of the disinterested members thereof, but only to the extent there are disinterested members with respect to such Affiliate Transaction), the approval to be evidenced by a Board Resolution stating that the Board of Directors has determined that such transaction complies with the preceding provisions. (b) Section 4.11(a) above will not apply to: (1) Affiliate Transactions with or among the Company and any Restricted Subsidiary or between or among Restricted Subsidiaries; (2) reasonable fees and compensation paid to, and any indemnity provided on behalf of (and entering into related agreements with), officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in excess of $25.0 million, unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction good faith by the Company or such Restricted Subsidiary with a non-Affiliated Person; and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiariessenior management; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance or sale of Equity Interests (other than Disqualified Stock) of the Company to Affiliates Capital Stock of the Company; (64) Affiliate Transactions undertaken pursuant to (i) any contractual obligations or rights in existence on the Issue Date and described in the Offering Memorandum, (ii) any contractual obligation of any Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes Subsidiary or any other Indebtedness Person (in each case, that is not created in contemplation of such transaction) that is merged into the Company or any Restricted Subsidiary on the same basis date such Person becomes a Restricted Subsidiary or is merged into the Company or any Restricted Subsidiary and (iii) any amendment or replacement agreement to the obligations and rights described in clauses (i) and (ii), so long as concurrent payments made such amendment or offered replacement agreement is not more disadvantageous to be made the Holders in respect thereof to non-Affiliatesany material respect, taken as a whole, than the original agreement; (8) loans 5) (i) transactions with customers, clients, distributors, suppliers or advances to employees purchasers or sellers of goods or services, in each case in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facilityand on market terms, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11ii) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority of the disinterested members of the Company’s Board of Directors (joint ventures or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures similar arrangements entered into in the ordinary course of business or business, on market terms and consistent with past practice (including, including without limitation, any cash management activities related thereto)or industry norms; (176) the payment provision of reasonable out-of-pocket costs and expenses relating administrative services to registration rights and indemnities any joint venture or Unrestricted Subsidiary on substantially the same terms provided to stockholders of the Company or by Restricted Subsidiaries; (7) any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date Restricted Payments made in connection therewith or similar equity holder’s agreements or limited liability company agreementscompliance with Section 4.07 hereof and Permitted Investments permitted under this Indenture; and (18) transactions between 8) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, moving and other relocation expenses, in each case made in the ordinary course of business and not exceeding U.S.$1.0 million outstanding at any Personone time. Notwithstanding the foregoing provisions of this Section 4.11, which is an Affiliate solely due no FPSO Interest may be sold, disposed of or transferred to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonAffiliate.

Transactions with Affiliates. The Company shall Holdings will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, selldirectly or indirectly, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into any contracttransaction or series of related transactions (including the sale, agreementtransfer, understandingdisposition, loanpurchase, advance exchange or Guarantee lease of assets, property or services) with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”) its Affiliates involving aggregate payments or consideration made by the Company or any Restricted Subsidiary in excess of $25.0 million50,000,000, unlessunless such transaction is on terms that are not materially less favorable to Holdings or such Restricted Subsidiary, as the case may be, than those which could have been obtained in a comparable transaction at such time from Persons who are not Affiliates of Holdings, except that this Section 8.7 shall not prohibit: (a) transactions with or among Obligors and the Restricted Subsidiaries; (b) transactions in the ordinary course of business, or approved by a majority of the board of directors of Holdings, between an Obligor or any Restricted Subsidiary and any Affiliate of the Company that is a joint venture or similar entity; (i) customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, collective bargaining agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of an Obligor or any Restricted Subsidiary entered into in the ordinary course of business and (ii) any transaction with an officer or director in the ordinary course of business not involving more than $1,000,000 in any one year; (d) Distributions or Investments made in compliance with Section 8.4; (e) loans and advances to officers, directors and employees of an Obligor or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business; (f) transactions pursuant to agreements in effect on the Closing Date; (g) any sale, conveyance or other transfer of assets transferred in a Securitization Transaction to a Special Purpose Vehicle; (h) transactions with customers, clients, suppliers, licensees, licensors, joint venture partners, joint ventures, including their members or partners, or purchasers or sellers of goods or services, in each case in the ordinary course of business, including pursuant to joint venture agreements, and otherwise in compliance with the terms of this Agreement which are, in the aggregate (taking into account all the costs and benefits associated with such Affiliate Transaction is on terms that are transactions), materially no less favorable to the Company applicable Obligor or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company such Obligor or such Restricted Subsidiary with a non-Affiliated Person; and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 millionan unrelated person or entity, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course good faith determination of business and payments theretoHoldings’ board of directors or its senior management, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (2i) transactions between any purchase by Holdings or among its Subsidiaries of the Company and one Capital Stock of any Wholly Owned Subsidiary; provided that such Capital Stock shall be pledged to the Agent on behalf of the Secured Parties to the extent required by this Agreement or more Restricted Subsidiariesthe Security Documents; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5j) any issuance or sale of Equity Interests Capital Stock (other than Disqualified Stock) of the Company or any capital contribution to Affiliates of the Company;; and (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11k) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by in which Holdings or a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicablethe case may be, of such Affiliate Transaction delivers to the Agent a letter from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before standing stating that the consummation financial terms of such transaction that becomes an Affiliate as a result of either (i) are fair to Holdings or such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate applicable, from a financial point of the Company, as lessor, which is approved by the Board view (or words of Directors of the Company in good faith, similar import) or any lease entered into between the Company (ii) are not materially less favorable to Holdings or any such Restricted Subsidiary, as lesseethe case may be, and any Affiliate than those which could have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the Company or any parent of the Company pursuant to a stockholders agreement or a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonHoldings.

Transactions with Affiliates. The Company Borrower shall not, and nor shall not it permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any of its properties or assets Restricted Subsidiaries to, enter into any transaction (including the purchase, sale, lease or purchase exchange of any property or assets from, or enter into the rendering of any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”service) involving aggregate payments or consideration made by the Company or any Restricted Subsidiary payment in excess of $25.0 million2,500,000 with any of their respective Affiliates on terms that are less favorable to the Borrower or such Restricted Subsidiary, unlessas the case may be (as reasonably determined by the Borrower), than those that might be obtained at the time in a comparable arm’s-length transaction from a Person who is not an Affiliate; provided that the foregoing restriction shall not apply to: (a) any transaction between or among the Borrower and/or one or more Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such Affiliate Transaction is on terms that are no less favorable transaction) to the Company extent permitted or such Restricted Subsidiary than those that would have been obtained in a comparable transaction not restricted by the Company or such Restricted Subsidiary with a non-Affiliated Person; andthis Agreement; (b) with respect to any Affiliate Transaction involving aggregate payments issuance, sale or grant of securities or other payments, awards or grants in excess cash, securities or otherwise pursuant to, or the funding of $200.0 millionemployment arrangements, stock options and stock ownership plans approved by the board of directors (or equivalent governing body) of any Parent Company delivers to the Trustee a resolution or of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall not be deemed Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2) transactions between or among the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company Borrower or any Restricted Subsidiary; (5i) any issuance collective bargaining agreement, employment agreement, severance agreement or compensatory (including profit sharing) arrangement entered into by the Borrower or any of Equity Interests its Restricted Subsidiaries with their respective current or former officers, directors, members of management, managers, employees, consultants or independent contractors or those of any Parent Company, (other than Disqualified Stockii) any subscription agreement or similar agreement pertaining to the repurchase of the Company Capital Stock pursuant to Affiliates put/call rights or similar rights with current or former officers, directors, members of the Companymanagement, managers, employees, consultants or independent contractors and (iii) transactions pursuant to any employee compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers current or former officers, directors, members of management, managers, employees, consultants or independent contractors or any employment contract or arrangement; (6d) Restricted Payments (i) transactions permitted by Sections 6.01(c), (l) and Permitted Investments that do (u), 6.04 and 6.06(g), (l), (n), (p) and (u) (to the extent the relevant transaction is an Investment of the type described in Section 6.06(g)), (s), (u), (v), (w) and (x) and (ii) issuances of Capital Stock and issuances or incurrences of Indebtedness not violate the provisions of Section 4.9restricted by this Agreement; (7e) payments transactions in existence on the Closing Date and described on Schedule 6.08 and any amendment, modification or extension thereof to an Affiliate the extent such amendment, modification or extension, taken as a whole, is not adverse to the Lenders in any material respect; (f) the payment of all indemnification obligations and expenses owed to any Management Investor and any of their respective directors, officers, members of management, managers, employees and consultants whether currently due or paid in respect of the Notes or any other Indebtedness of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliatesaccruals from prior periods; (8) loans g) the Transactions, including the payment of Transaction Costs and other payments required under the Acquisition Agreement; (h) Guarantees permitted by Section 6.01 or advances to employees Section 6.06; (i) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors (or similar governing body), officers, employees, members of management, managers, consultants and independent contractors of the Borrower and/or any of its Restricted Subsidiaries in the ordinary course of business not to exceed $1.0 million and, in the aggregate at case of payments to such Person in such capacity on behalf of any one time outstandingParent Company, to the extent attributable to the operations of the Borrower or its subsidiaries; (9) any transaction effected as part of a Qualified Securitization Facility, or any transaction involving the transfer of Receivables of the type specified in the definition of “Credit Facilities” and permitted under paragraph (1) of Section 4.10; (10) any transfers by the Company or any Restricted Subsidiary to, and any lease entered into by the Company or any Restricted Subsidiary with, a wholly owned Unrestricted Subsidiary in connection with a Sale and Leaseback Transaction permitted under this Indenture; (11j) transactions with Joint Ventures and Subsidiaries thereof and Unrestricted Subsidiaries that are approved by a majority customers, clients, suppliers, joint ventures, purchasers or sellers of the disinterested members goods or services or providers of the Company’s Board of Directors (employees or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directors) (a director shall be disinterested if he or she has no interest in such Joint Venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); (12) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; (13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, which is approved by the Board of Directors of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor, in the ordinary course of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to and from, and transactions with, any Joint Ventures labor entered into in the ordinary course of business business, which are (i) fair to the Borrower and/or its applicable Restricted Subsidiaries in the good faith determination of the board of directors (or consistent with past practice similar governing body) of the Borrower or the senior management thereof or (including, including without limitation, any cash management activities related thereto)ii) on terms at least as favorable to the Borrower and/or its applicable Restricted Subsidiary as might reasonably be obtained from a Person other than an Affiliate; (17k) the payment of reasonable out-of-pocket costs and expenses relating related to registration rights and customary indemnities provided to stockholders shareholders under any shareholder agreement; (l) any purchase by Holdings of the Company Capital Stock of (or contribution to the equity capital of) the Borrower; (m) any parent transaction in respect of which the Borrower delivers to the Administrative Agent a letter addressed to the board of directors (or equivalent governing body) of the Company pursuant Borrower from an accounting, appraisal or investment banking firm of nationally recognized standing stating that such transaction is on terms that are no less favorable to the Borrower or the applicable Restricted Subsidiary than might be obtained at the time in a stockholders agreement or comparable arm’s length transaction from a registration rights agreement entered into on or after the Issue Date in connection therewith or similar equity holder’s agreements or limited liability company agreementsPerson who is not an Affiliate; and (18n) transactions between any issuance, sale or grant of Qualified Capital Stock or other payments, awards or grants in Cash, Qualified Capital Stock or otherwise pursuant to, or the Company funding of employment arrangements, stock options and stock ownership plans approved by a majority of the members of the board of directors (or any similar governing body) or a majority of the disinterested members of the board of directors (or similar governing body) of the Borrower or the applicable Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other Personin good faith.