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 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, 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 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. 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. 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 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. (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. (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. 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. 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. 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. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (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. (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. The (a) Except for transactions subject to Glenayre's rights under Section 4.1 (which shall be governed by such Section and not by this Section 4.2(a)), the Company shall not, and WMC Holding shall not permit any Restricted Subsidiary the Company 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 contract, agreement, understanding, loan, advance single transaction 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 Company (other than the Company or any Restricted Subsidiary in excess of $25.0 millionits Subsidiaries) unless such transaction or series of related transactions, unless: (a) such including the issuance of shares of Common Stock to an Affiliate Transaction of the Company, is on terms that are no less favorable to the Company or any 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 transactions with a non-Affiliated Person; andan unrelated third party. (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 WMC Holding 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 its Affiliates may provide administrative or director indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary cash management services in the ordinary course of business the Company's businesses and payments thereto;may receive compensation therefor and reimbursement for its costs and expenses in connection therewith on no less favorable terms than such services are provided to any other Affiliate of WMC Holding. (2c) transactions between Notwithstanding anything to the contrary contained in this Section 4.2, (i) WMC shall have the right to cause the merger of Western Multiplex Corporation, a California corporation, with and into the Company, with the Company as the surviving corporation, (ii) WMC shall have the right to cause the Class B Common Stock to be converted into Class A Common Stock, and (iii) WMC Holding shall have the right to convert into a limited liability company and distribute its assets (including the shares of Common Stock) to its stockholders, merge or among consolidate with the Company, with either party as the surviving corporation, or to cause the liquidation of the Company and one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate distribution of all of its assets to the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest inStockholders, or controls, such Person; (4) payment to amend the certificate 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) incorporation of the Company to Affiliates provide for the conversion of the Company; (6) Restricted Payments and Permitted Investments that do not violate the provisions all shares of Section 4.9; (7) payments to an Affiliate in respect Common Stock into shares 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 FacilityWMC Holding Common Stock, 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 similar transaction that becomes an Affiliate as a result combines the ownership of such transaction; (14) any lease entered into between the Company or any Restricted Subsidiary, as lessee WMC Holding and any Affiliate of the Company, as lessorin the case of (i), which is approved (ii) and (iii), without Glenayre's consent or affirmative vote; provided that, the rights and ownership interest of Glenayre are not adversely affected by any such transaction (except that to the Board extent WMC Holding ceases to exist, the obligations of Directors WMC Holding set forth in Article III shall be assumed only by Ripplewood and not the other shareholders of the Company in good faith, or any lease entered into between the Company or any Restricted Subsidiary, as lesseeWMC Holding, and any Affiliate of except for the Company, as lessor, difference in the ordinary course votes per share of business; (15) intellectual property licenses in the ordinary course of business; (16) payments to Class A Common Stock and from, Class B Common Stock); 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, howeverfurther, that WMC Holding shall notify Glenayre in writing of all material terms of any such director abstains from voting as a director of the Company on transaction to which this Section 4.2(c) applies no less than 20 days prior to effecting any matter involving such other Persontransaction.

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. (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 foregoing, 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: unless (ai) 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 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 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 adopted by the majority of the Company’s Board of Directors approving such Affiliate Transaction and set forth in an Officers’ ' Certificate certifying that such Affiliate Transaction complies with clause (ai) 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) Notwithstanding Section 1012(a), this Section 1012 shall not be deemed Affiliate Transactions and therefore, will not be subject apply to the provisions of the prior paragraph: following: (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 or more and/or any of its Restricted Subsidiaries; ; (3ii) transactions with a Person Restricted Payments permitted by Section 1009 hereof; (other than an Unrestricted Subsidiaryiii) that is an Affiliate the payment of customary annual management, consulting and advisory fees and related expenses to KKR and its Affiliates; (iv) 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 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 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; (7v) 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 KKR and its Affiliates made for any financial advisory, financing, underwriting or such Restricted Subsidiary, as applicable, placement services or in respect of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or other investment banking firm of national standing; (13) transactions activities, including, without limitation, in connection 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 acquisitions or any Restricted Subsidiary, as lessee and any Affiliate of the Company, as lessor, divestitures which is payments are approved by a majority of the Board of Directors of the Company in good faith, or any lease entered into between ; (vi) transactions in which the Company or any of its Restricted SubsidiarySubsidiaries, as lesseethe case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of the preceding paragraph; (vii) payments or loans to employees or consultants which are approved by a majority of the Board of Directors of the Company in good faith; (viii) any agreement as in effect as of the Issuance Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; (ix) the existence of, or the performance by the Company or any 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 Issuance Date and any Affiliate similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issuance Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders of the CompanyNotes in any material respect; (x) the payment of all fees and expenses related to the Merger and the Financings; (xi) transactions with customers, as lessorclients, suppliers, or purchasers or sellers of goods or services, 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 and otherwise in compliance with the terms of this Indenture which are fair to the Company or consistent with past practice (includingits Restricted Subsidiaries, including without limitation, any cash management activities related thereto); (17) in the payment reasonable determination of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders the Board of Directors of the Company or any parent the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; and (xii) sales of the Company pursuant to a stockholders agreement accounts receivable, or a registration rights agreement entered into on or after the Issue Date participations therein, in connection therewith or similar equity holder’s agreements or limited liability company agreements; and (18) transactions between the Company or with 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 PersonReceivables Facility.

Transactions with Affiliates. The Company Borrower shall not, and shall not permit any Restricted Guarantor or Subsidiary to, sell, lease, transfer or otherwise dispose of any of its properties or assets them to, permit to exist or purchase enter into, any transaction (including 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 with, or for the benefit of, service) with any Affiliate (each of but not including the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company Borrower or any Restricted Subsidiary Guarantor), except (i) transactions in excess of $25.0 millionconnection with Management Agreements or other property management agreements relating to Real Estate other than the Unencumbered Pool Assets, unless: (aii) 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 transactions set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause on Schedule 6.14 attached hereto, (aiii) 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 transactions in the ordinary course of business and payments thereto; pursuant to the reasonable requirements of the business of such Person (2) transactions including, for the avoidance of doubt, operating leases entered into between or among the Company Borrower, any Guarantor and one any Wholly-Owned Subsidiary of the Borrower or more Restricted Subsidiaries; (3such Guarantor) transactions and upon fair and reasonable terms which are no less favorable to such Person than would be obtained in a comparable arm’s length transaction with a Person (other than an Unrestricted Subsidiary) that is not an Affiliate of the Company solely because the Company ownsAffiliate, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4iv) payment of reasonable and customary fees paid to, and reimbursements indemnification arrangements with, members of expenses the board of directors (pursuant to indemnity arrangements or otherwisesimilar governing body) of officersany of REIT, Borrower and their respective Subsidiaries or the issuance of directors’ or nominees’ qualifying shares, (v) compensation and indemnification arrangements for directors (or equivalent), officers and employees or consultants of REIT, Borrower and their respective Subsidiaries, including retirement, health, option and other benefit plans, bonuses, performance-based incentive plans, and other similar forms of compensation, the Company or any Restricted Subsidiary; (5) any issuance granting of Equity Interests to directors (other than Disqualified Stock) or equivalent), officers and employees of the Company to Affiliates of the Company; (6) Restricted Payments REIT, Borrower 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 their respective Subsidiaries in connection with the implementation of any such arrangement, and the funding of any such arrangement, and (vi) transactions among Borrower and a Sale and Leaseback Transaction Wholly-Owned Subsidiary of the Borrower permitted under this Indenture; (11) transactions with Joint Ventures §§8.3 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 from8.4, 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 Personpermitted under §8.7.

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. (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 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. (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 with, or for the benefit of, any Affiliate (each of the foregoingCompany involving aggregate consideration in any single transaction or series of related transactions (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 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 or, if in the good faith judgment of the Company, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Company or the relevant Restricted Subsidiary from a non-Affiliated Personfinancial point of view; and (b2) 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 million500,000.00, 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 or series of related Affiliate Transactions complies with clause (a) above this Section 4.11 and that such Affiliate Transaction is or series of related Affiliate Transactions has been approved by the Board of Directors, including a majority of the disinterested members of the Company’s Board of Directors. Directors of the Company, 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 or consulting agreement, employee benefit plan, officer or director indemnification indemnification, compensation or severance agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries or any direct or indirect parent of the Company in the ordinary course of business and payments pursuant thereto; (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 SubsidiarySubsidiary of the Company) that is an Affiliate of the Company solely because the Company ownsCompany, 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 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 to Affiliates of the Company; (6) Permitted Investments or Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.94.07 hereof; (7) transactions effected in accordance with the terms of the agreements of the Company or any Restricted Subsidiary that are in effect on the Issue Date, and any amendment or replacement of any of such agreements so long as such amendment or replacement agreement is not materially less advantageous to the Company, taken as a whole, than the agreement so amended or replaced as determined in good faith by the Company; (8) advances to or reimbursements of expenses incurred by employees for moving, entertainment and travel expenses and similar expenditures in the ordinary course of business; (9) transactions between the Company or any of its Restricted Subsidiaries and any other Person, a director of which is also on the Board of Directors of the Company or any direct or indirect parent company of the Company, and such common director is the sole cause for such other Person to be deemed an Affiliate of the Company or any of its Restricted Subsidiaries; provided, however, that such director abstains from voting as a member of the Board of Directors of the Company or any direct or indirect parent company of the Company, as the case may be, on any transaction with such other Person; (10) in the case of contracts for exploring for, producing, marketing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, or other operational contracts, any such contracts entered into in the ordinary course of business or in accordance with past practice or industry custom 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; (11) payments to an Affiliate in Affiliates on or with respect of the Notes to debt securities or any other Indebtedness of the Company or any Restricted Subsidiary on the same a similar basis as concurrent payments are made or offered to be made in respect thereof to non-Affiliates; (8) loans holders of such debt securities 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 Indebtedness held 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 Persons other than through the Company and its Restricted Subsidiaries);Affiliates; and (12) any transaction with respect to in which the Company or any of its Restricted Subsidiaries obtains an opinion Subsidiaries, as the case may be, delivers to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction Trustee 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 the consummation of standing stating that such transaction that becomes an Affiliate as a result of such transaction; (14) any lease entered into between is fair to 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 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 (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 PersonSection 4.11(a)(1).

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 shall will not, and shall will 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 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 (a) 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 transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; and Person and (b) the Company delivers to the Trustee (i) with respect to any Affiliate Transaction involving aggregate payments in excess of $200.0 1.0 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 and (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of Directorsii) (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 Affiliate Transaction involving aggregate payments in excess of its Restricted Subsidiaries obtains $5.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction Subsidiary from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; ; provided, however, that (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; (14A) any lease employment 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, (B) transactions between or among the Company and/or its Restricted Subsidiaries, (C) transactions permitted by the provisions of Section 4.07 hereof and (D) the grant of stock, stock options or other equity interests to employees and directors of the Company pursuant in accordance with duly adopted Company stock grant, stock option and similar plans, in each case, shall not be deemed Affiliate Transactions; and further provided that (1) the provisions of clause (b) shall not apply 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 sales of inventory by the Company or any Restricted Subsidiary to any Affiliate in the ordinary course of business and any Person, which is an Affiliate solely due (2) the provisions of clause (b)(ii) shall not apply to a director loans 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 advances to the Company on or any matter involving such other PersonRestricted Subsidiary from, or equity investments in the Company or any Restricted Subsidiary by, any Affiliate to the extent permitted by Section 4.09 hereof.

Transactions with Affiliates. (a) 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 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 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 (a) 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 (b) the Company delivers to the Trustee (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 million300,000, 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 (a) above and that such Affiliate Transaction is has been approved by a majority of the disinterested members of the Company’s Board of Directors. Notwithstanding the foregoing, the aggregate consideration for all Affiliate Transactions in any fiscal year shall not exceed $1,000,000. The following items shall not be deemed to be Affiliate Transactions and therefore, will not be subject to the provisions of the prior paragraph: Transactions: (1i) any employment agreement (other than a Management Agreement or other agreement with a party to a management agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement ) entered into by the Company or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business and payments thereto; consistent with the past practice of the Company or such Subsidiary, (2ii) transactions between or among the Company and one or more Restricted and/or its 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; (4iii) payment of reasonable and customary directors' 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 Persons who are not otherwise Affiliates of the Company; , (6iv) Restricted Payments and Permitted Investments that do not violate are permitted by the provisions of Section 4.9; 4.07 hereof and (7v) payments to an Affiliate in respect provision 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 officers' and directors' indemnification and insurance in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding;extent permitted by applicable law. (9b) The Company shall not amend, supplement, terminate or otherwise modify 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 PersonManagement Agreement.

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. The Company shall will not, and shall will 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 any contracttransaction or group of transactions, agreementincluding, understandingwithout limitation, loanthe purchase, advance or Guarantee withsale, or for exchange of property or the benefit ofrendering of any service, with any Affiliate (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company or any such Restricted Subsidiary in excess of $25.0 millionSubsidiary, unlessexcept: (a) transactions existing on the date hereof; (b) transactions between any Guarantor and the Company or any Guarantor and a Restricted Subsidiary; (c) in the ordinary course of and pursuant to the reasonable requirements of the Company's or such Affiliate Transaction is on Restricted Subsidiary's business and upon fair and reasonable terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been be obtained in a comparable arms-length transaction by with a Person not an Affiliate of 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 theretoSubsidiary; (2d) 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 payable to indemnity arrangements or otherwise) of officers, directors, employees or consultants directors of the Company or any and its Restricted Subsidiary; (5) any issuance Subsidiaries and the provision of Equity Interests (other than Disqualified Stock) customary indemnification to directors and officers 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); (12e) sales or issuances of capital stock or other equity interests to Affiliates of the Company which are otherwise permitted under this Agreement; (f) Restricted Payments or Investments that are otherwise permitted under Section 9.4 or 9.5, respectively; (g) any transaction with respect to which tax sharing agreement or arrangement any payments pursuant thereto among the Company and its Restricted Subsidiaries, whereby the Company or any of its Restricted Subsidiaries obtains an opinion as is required or permitted to the fairness to the Company file a consolidated, combined 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;unitary tax return; and (13h) 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 Subsidiaryconsultant, as lessee employment 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, severance arrangements 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, 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 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) 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 US$75.0 million, : (i) a Board Resolution of the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ Certificate certifying stating 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. 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;; or (6ii) 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 or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing;standing in the United States or Canada. (13b) transactions with a Person who is The following items shall be deemed not an to constitute Affiliate immediately before Transactions and, therefore, shall not be subject to the consummation provisions of such transaction that becomes an Affiliate as a result of such transaction;paragraph (a) above: (141) payments pursuant to any lease employment agreement, collective bargaining agreement, employee benefit plan or other compensation, indemnity, incentive or similar arrangement entered into between by the Company or any of its Restricted Subsidiary, as lessee and any Affiliate Subsidiaries in the ordinary course of the Company, as lessorbusiness, which is approved represent customary and reasonable consideration (as determined in good faith by the Board of Directors of the Company); (2) transactions between or among the Company and/or the Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in good faithsuch Person, or any lease entered into between provided such transactions are on terms that are no less favorable to the Company or any the relevant Restricted Subsidiary, as lessee, and any Affiliate 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 directors fees to Persons who are not otherwise Affiliates of the Company; (5) sales of Equity Interests of the Company, as lessorother than Disqualified Stock or Back-to-Back Securities, in to Affiliates of the ordinary course of businessCompany; (156) intellectual property licenses any agreement or arrangement as in effect on the ordinary course of businessIssue Date 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 Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on the Issue Date; (167) payments to and from, and transactions with, any Joint Ventures entered into in Restricted Payments that are permitted by the ordinary course provisions of business or consistent with past practice (including, including without limitation, any cash management activities related thereto)Section 4.10 hereof; (178) Permitted Investments; (9) the payment Transactions effected as part 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 agreementsQualified Receivables Transaction; and (1810) 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 PersonTax Benefit Transaction.

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. (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 Company shall notEnter into any transaction, and shall not permit including any Restricted Subsidiary topurchase, sellsale, leaselease or exchange of property, transfer or otherwise dispose the rendering of any service or the payment of its properties any management, advisory or assets tosimilar fees, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, with any Affiliate (each of other than the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration made by the Company Borrower or any Restricted Subsidiary in excess of $25.0 million, unless: Guarantor) unless such transaction is (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 otherwise permitted under this Agreement, (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 of the relevant Group Member, and payments thereto;(c) upon fair and reasonable terms no less favorable to the relevant Group Member than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate; provided, that the foregoing restriction in clause (b) shall not apply to: (2i) transactions between or among the Company and one or more Restricted SubsidiariesLoan Parties; (3ii) 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 Personpermitted under Section 7.6; (4iii) the payment of reasonable and customary directors’ or managers’ fees and reimbursements indemnification and reimbursement of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees managers, officers or consultants of the Company or any Restricted Subsidiaryemployees; (5iv) any issuance of Equity Interests securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans (other than Disqualified Stockincluding the Borrower’s profits interests plan and phantom profits interests plan) approved by the Borrower’s Board of the Company to Affiliates of the CompanyDirectors; (6v) Restricted Payments employment 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 severance arrangements 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 Borrower or any Restricted Subsidiary and any Personemployee thereof and, which is an Affiliate solely due to the extent entered into after the Closing Date, approved by the Borrower’s Board of Directors; (vi) intercompany transactions undertaken in good faith (as certified by a director or directors of such Person (or a parent company of such Person) also being a director Responsible Officer of the Company; provided, however, that any such director abstains from voting as a director Borrower) for the purpose of improving the consolidated tax efficiency of the Group Members; (vii) the payment of management, advisory, structuring, administrative and similar fees in the ordinary course of business and consistent with past practice; (viii) reimbursement of out-of-pocket expenses of the Permitted Investors’ tax manager pursuant to the Borrower’s Limited Liability Company Agreement not exceeding $385,000 in any fiscal year of the Borrower; (ix) issuances of Capital Stock and other equity interests of the Borrower not constituting a Change in Control; (x) Investments permitted under Section 7.8(d), Section 7.8(n) or Section 7.8(o); (xi) Tax distributions to be paid to Permitted Investors in connection with the 2012 transition and spin-off of the Borrower, as in effect on any matter involving such other Personthe Closing Date; (xii) prepayment of the Existing Debt on the Closing Date; and (xiii) transactions in existence on the Closing Date and listed on Schedule 7.10.

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$50.0 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 transactions 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 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) The Company may lend or contribute funds or other assets to the Managing Member and its Subsidiaries or other Persons in which the Managing Member has an equity investment, and such Affiliate Transaction is Persons may borrow funds from the Company, on terms that are and conditions no less favorable to the Company or such Restricted Subsidiary in the aggregate than those that would have been obtained in a comparable transaction be available from unaffiliated third parties as determined by the Managing Member. The foregoing authority shall not create any right or benefit in favor of any Member or any other Person. It is expressly acknowledged and agreed by each Member that the Managing Member may (i) borrow funds from the Company in order to redeem, at any time or such Restricted Subsidiary with a non-Affiliated Person; andfrom time to time, options or warrants previously or hereafter issued by the Managing Member, (ii) put to the Company, for cash, any rights, options, warrants or convertible or exchangeable securities that the Managing Member may desire or be required to purchase or redeem or (iii) borrow funds from the Company to acquire assets that will be contributed to the Company for Company Units. (b) with respect to any Affiliate Transaction involving aggregate payments Except as provided in excess of $200.0 millionSection 6.3, the Company delivers may transfer assets to joint ventures, limited liability companies, partnerships, corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law. (c) The Managing Member and its Affiliates may sell, transfer or convey any property to the Trustee a resolution Company, directly or indirectly, on terms and conditions no less favorable to the Company in the aggregate than would be available from unaffiliated third parties as determined by the Managing Member. (d) The Managing Member may propose and adopt on behalf 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, Company employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into plans funded by the Company or any Restricted Subsidiary in for the ordinary course benefit 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 employees of the Company solely because Managing Member, the Company ownsCompany, 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 Subsidiaries of the Company or any Restricted Subsidiary; (5) Affiliate of 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 them in respect of services performed, directly or indirectly, for the Notes or any other Indebtedness benefit 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 FacilityManaging Member, 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 PersonSubsidiaries.

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 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 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. 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 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 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. 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 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 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 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 1.0 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 (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 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 of the Company (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, 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;; and (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 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 in excess of $10.0 million, unless: (1) the terms of such Affiliate Transaction are not materially less favorable, when taken as a whole, to the Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained by the Company or any 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, as determined by the Company in good faith; and (2) in the event such Affiliate Transaction involves an aggregate consideration in excess of $25.0 million, unless: (a) the terms of such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would transaction 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 Directors of the Company. (b) Section 4.14(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 a Restricted Subsidiary or between or among Restricted Subsidiaries (or, employee in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction) and any Guarantees issued by the Company or a Restricted Subsidiary for the benefit planof the Company or a Restricted Subsidiary, as the case may be, in accordance with Section 4.09; (2) Restricted Payments permitted to be made pursuant to Section 4.08 or Permitted Investments; (3) transactions or payments pursuant to any employee, officer or director indemnification agreement compensation or benefit plans, employment agreements, severance agreements or any similar arrangement arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and payments thereto; (2whether or not consistent with past practice) 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 fees to, and customary fees indemnities and reimbursements of expenses (pursuant to indemnity arrangements provided on behalf of, current, future or otherwise) of former officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance loans, advances or Guarantees (or cancellation of Equity Interests (other than Disqualified Stockloans, advances or Guarantees) 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 current, future or any other Indebtedness former officers, directors, employees or consultants of the Company or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made that, 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 Facilityeach case, 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 Company; (6) transactions effected pursuant to any agreement as in effect as of the Board 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, in the good faith judgment of Directorsthe Company, materially more disadvantageous to the Holders, 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, 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, in the good faith judgment of the Company, materially more disadvantageous to the Holders, when taken as a whole, than the terms of the applicable agreement in effect on the date of such acquisition or merger; (a director shall be disinterested if he 8) transactions with customers, clients, suppliers, contractors, joint venture partners or she has no interest purchasers or sellers of goods or services, in such Joint Venture each case in the ordinary course of business or Unrestricted Subsidiary other than through that are consistent with past practice of the Company and its Restricted Subsidiaries)Subsidiaries and otherwise in compliance with the terms of this Indenture; (129) any transaction with respect grant, issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Company and the granting of registration and other customary rights in connection therewith; (10) transactions in which the Company or any of its Restricted Subsidiaries obtains an opinion Subsidiaries, as the case may be, delivers to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction Trustee a letter from a financial point of view issued by an accounting, appraisal or investment banking firm stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of national standingview or stating that the terms 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 by the Company or the relevant Restricted Subsidiary in a comparable transaction at the time of such transaction in arms’-length dealings with a Person that is not an Affiliate; (1311) transactions with a Person who is not an Affiliate immediately before Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the consummation of Company, where such transaction that becomes an Affiliate Affiliates receive the same consideration as a result of non-Affiliates in such transaction; (1412) transactions with any lease entered into between joint venture in which 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, Subsidiary holds 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 acquires an ownership interest in the ordinary course of business (whether or not consistent with past practice (includingpractice) so long as the terms of any such transactions, including without limitationin the good faith judgment of the Company, any cash management activities related thereto); (17) the payment of reasonable out-of-pocket costs and expenses relating are not materially less favorable, taken as a whole, to registration rights and indemnities provided to stockholders of the Company or any parent of such Restricted Subsidiary than they are 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 agreementsother joint venture partners; and (1813) 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[Reserved].

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. (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) the Company delivers to the Trustee: (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments consideration in excess of $200.0 US$10.0 million, a Board Resolution of 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 or series of related Affiliate Transactions complies with clause (a) above this Section 4.14 and that such Affiliate Transaction is or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Company’s Board of Directors. Directors of the Company; and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$40.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing in the United States or Canada. (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 outstanding;Permitted Investments; and (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 PersonTax Benefit Transaction.

Transactions with Affiliates. The Company shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any of its properties or assets Restricted Subsidiaries to, or purchase any property or assets from, or (w) enter into any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, transaction with any Affiliate of the Borrower or of any such Subsidiary (other than, in each case, transactions between or among Credit Parties) or any director (or similar official) of any of the foregoing, an “Affiliate Transaction”(x) involving aggregate payments pay any management, consulting or consideration made by similar fees to any of the Company foregoing or (y) pay or reimburse any Restricted Subsidiary in excess of $25.0 millionthe foregoing for any costs, unlessexpenses and similar items, except: (a) (i) with respect to transactions between or among the Credit Parties and (ii) with respect to any other Affiliate or any other such Affiliate Transaction is on Person as expressly permitted by Sections 6.4(g), and (j) and Section 6.8 of this Agreement; (b) in the Ordinary Course of Business and pursuant to the reasonable requirements of the business of such Credit Party or such Restricted Subsidiary upon fair and reasonable terms that are no less favorable to the Company such Credit Party or such Restricted Subsidiary than those that would have been be obtained in a comparable arm’s length transaction by with a Person not an Affiliate of the Company Borrower or such Restricted Subsidiary with and that are disclosed in advance in writing to Agent; provided, further, that in no event shall 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 Credit Party or any Restricted Subsidiary of a Credit Party perform or provide any management, consulting, administrative or similar services to or for any Person other than another Credit Party, a Restricted Subsidiary of a Credit Party or a customer in the ordinary course Ordinary Course of business and payments theretoBusiness; (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; (4c) payment of reasonable and customary directors’ 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 1,000,000 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 Fiscal Year 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 toBorrower, 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 reimbursement 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 actual 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 incurred in connection therewith or similar equity holder’s agreements or limited liability company agreementswith attending board of director meetings; and (18d) transactions between employment agreements, equity incentive agreements and other employee and management arrangements entered into in the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors Ordinary Course of such Person (or a parent company of such Person) also being a director Business as conducted as of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other PersonClosing Date and otherwise upon fair and reasonable terms.

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 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 PersonPerson who is not an Affiliate of the Company or such Restricted Subsidiary; and (b2) 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 30.0 million, the Company delivers to the Trustee a resolution of the Company’s 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. 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 any of the Restricted Subsidiaries; (32) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate Restricted Payments permitted by Section 4.07 hereof and 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 Investments”; (43) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements the issuance or otherwise) of officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (5) any issuance transfer of Equity Interests (other than Disqualified Stock) of the Company to Affiliates any Permitted Holder or to any director, manager, officer, employee or consultant of the Company, its subsidiaries or any direct or indirect parent company thereof (or their estates, spouses or former spouses); (4) the payment of reasonable and customary fees and other compensation paid to, and indemnities provided on behalf of, officers, directors, managers, employees or consultants of the Company, any of its direct or indirect parent companies or any Restricted Subsidiary; (5) payments or loans (or cancellations of loans) to officers, managers, directors, consultants and employees of the Company, any of its direct or indirect parent companies or any Restricted Subsidiary and employment agreements, stock option plans and other compensatory or benefit arrangements with such officers, managers, directors, consultants and employees that are, in each case, approved by the Company in good faith; (6) Restricted Payments and Permitted Investments that do not violate the provisions of Section 4.9; (7) payments to an Affiliate transactions 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 the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of Section 4.11(a) hereof; (7) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and any Affiliate otherwise in compliance with the terms of this Indenture that are fair to the Company and the Restricted Subsidiaries, in the good faith determination of the Board of Directors or the senior management of the Company, or are on terms at least as lessorfavorable as might reasonably have been obtained at such time from an unaffiliated party; (8) any agreement, instrument or arrangement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole in any material respect as compared to the applicable agreement as in effect on the Issue Date as reasonably determined in good faith by the Company); (9) payments by the Company or any Restricted Subsidiary to any of the Parents 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 is payments are approved by a majority of the members of the Board of Directors of the Company in good faith; (10) 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 agreement with the stockholders of the Company or any direct or indirect parent of the Company or its equivalent (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 (10) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as lesseea whole, and or new agreement are not otherwise more disadvantageous to the Holders when taken as a whole in any Affiliate material respect than the terms of the original agreement in effect on the Issue Date as reasonably determined in good faith by the Company; (11) investments by the Parents 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; (12) sales or repurchases of accounts receivable, as lessorpayment intangibles and related assets or participations therein, in connection with, or any other transactions relating to, any Receivables Facility; (13) any transaction pursuant to which MFW or any of its Affiliates provides the ordinary course Company and/or its Restricted Subsidiaries, at their request and at the cost to MFW, with services, including services to be purchased from third-party providers, such as legal and accounting, tax, consulting, financial advisory, corporate governance, insurance coverage and other services; (14) the issuance of businessQualified Affiliate Debt and the transactions in connection therewith; (15) intellectual property licenses in the ordinary course of businessany transaction contemplated by Sections 4.07(b)(9), (b)(14) or (b)(15) hereof; (16) any transaction with an Affiliate in which the consideration paid by the Company or any Restricted Subsidiary consists only of Equity Interests of the Company; (17) any merger, consolidation or reorganization of the Company with an Affiliate of the Company solely for the purpose of (a) reorganizing to facilitate an initial public offering of securities of the Company or a direct or indirect parent of the Company, (b) forming or collapsing a holding company structure or (c) reincorporating the Company in a new jurisdiction; (18) payments to and or from, and transactions with, any Joint Ventures entered into joint venture in the ordinary course of business or consistent with past practice (including, including without limitation, any cash management activities related thereto);business; and (1719) the payment transactions with Affiliates solely in their capacity as holders of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders Indebtedness or Equity Interests of the Company or any parent of the Company pursuant to a stockholders agreement its Subsidiaries, so long as such transaction is with (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 (18is offered to) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely due to a director or directors all holders of such Person class (or a parent company and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such Person) also being a director of the Companyclass generally; provided, however, that any such director abstains from voting as a director with regard to an issue of Indebtedness of the Company on or any matter involving of its Subsidiaries, such other PersonAffiliate holds no more than 15% of such issue.

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 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 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 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 1.0 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 25.0 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 (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 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 of the Company (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;; 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; . The provisions set forth in clause (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 (12) of this Section 4.10; (10) any transfers 4.13 shall not apply to sales of inventory 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. 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) (i) the Transactions, including the payment of Transaction Costs and (ii) the Third Amendment Notes; (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. (a) The Company Operating Partnership shall not, and shall not permit any Restricted Subsidiary toto enter into, sellrenew or extend any transaction (including, without limitations, the purchase, sale, lease, exchange, transfer or otherwise dispose other disposition of property or assets, or the rendering 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, service) with any Affiliate (each of the foregoingOperating Partnership or any Restricted Subsidiary, in each case involving consideration in excess of $25.0 million (in one transaction or a series of related transactions) (each, 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 except upon terms that are no less favorable to the Company Operating Partnership or such Restricted Subsidiary than those that would have been obtained could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; andPerson that is not such an Affiliate. (b) with respect The following items shall not be deemed to any be Affiliate Transaction involving aggregate payments in excess of $200.0 millionTransactions and, the Company delivers therefore, shall not be subject to the Trustee a resolution provisions of the Company’s Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause Section 4.11(a) hereof: (a1) above and such Affiliate Transaction is transactions approved by a majority of the disinterested members of the Company’s Board of Directors. The following items shall Directors of the Operating Partnership; (2) any transaction solely between or among the REIT, the Operating Partnership and any of its Restricted Subsidiaries or solely among Restricted Subsidiaries; (3) any payments or other transactions pursuant to any tax-sharing or cost sharing agreement between the Operating Partnership, the REIT, any Restricted Subsidiary or other Person with which the Operating Partnership or the Restricted Subsidiary files a consolidated tax return or with which the Operating Partnership or the Restricted Subsidiary is part of a consolidated group for tax purposes; (4) any Restricted Payments not be deemed Affiliate Transactions and therefore, will not be subject prohibited by Section 4.07 hereof; (5) any Permitted Investments; (6) transactions pursuant to the provisions of Partnership Agreement, the prior paragraph:Tax Protection Agreement or any other agreements or arrangements in effect on the Issue Date or any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Operating Partnership and the Restricted Subsidiaries than the original agreement or arrangement in existence on the Issue Date; (17) any employment employment, consulting, service or termination agreement, employee benefit planor reasonable and customary indemnification arrangements, officer or director indemnification agreement or any similar arrangement entered into by the Company REIT, the Operating Partnership or any Restricted Subsidiary with directors, officers, employees or consultants of the REIT, the Operating Partnership or the Restricted Subsidiaries that are Affiliates of the REIT, the Operating Partnership or the Restricted Subsidiaries and the payment of compensation and the issuance of securities to such directors, officers, employees or consultants (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), or loans and advances to any such director, officer, employee or consultant, so long as such agreements have been approved by the Board of Directors of the Operating Partnership; (8) commission, payroll, travel, moving, entertainment and similar advances or loans to officers and employees of the REIT, the Operating Partnership or any of the Restricted Subsidiaries (including payment or cancellation thereof) for bona fide business purposes, made in the ordinary course of business and payments theretoconsistent with past practice; (29) 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 sales of Equity Interests (other than Disqualified Stock) of the Company Operating Partnership 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; (1411) any lease entered into between transaction with a joint venture, partnership, limited liability company or other entity that would constitute an Affiliate Transaction solely because the Company Operating Partnership or any a Restricted SubsidiarySubsidiary owns an equity interest in such joint venture, as lessee and any Affiliate of the Companypartnership, as lessor, which is approved by the Board of Directors of the Company in good faith, limited liability company 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 businessother entity; (1512) intellectual property licenses in the ordinary course any transaction effected as part of businessa Qualified Receivables Transaction; (1613) payments to and fromtransactions with suppliers, and transactions withjoint venture partners, any Joint Ventures entered into limited liability companies, other entities or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Operating Partnership and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or consistent with past practice (includingthe Senior Management of the Operating Partnership, including without limitationand are on terms that, any cash management activities related thereto)taken as a whole, are not materially less favorable to the Operating Partnership or the relevant Restricted Subsidiary than those that might reasonably have been obtained at such time from a Person that is not an Affiliate; (1714) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders any merger, consolidation or reorganization of the Company Operating Partnership or any parent a Restricted Subsidiary (otherwise permitted by this Indenture) with a Restricted Subsidiary of the Company pursuant to a stockholders agreement Operating Partnership solely for the purpose of changing the domicile of the Operating Partnership 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; andor (1815) pledges of Equity Interests of Unrestricted Subsidiaries. Notwithstanding the foregoing, any transaction or series of related transactions between covered by Section 4.11(a) and not covered by clauses (2) through (15) of this Section 4.11(b), the Company or any Restricted Subsidiary and any Personaggregate amount of which exceeds $50.0 million in value, which is an Affiliate solely due to a director or directors must be approved in the manner provided for in clause (1) 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 Personthis Section 4.11(b).

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 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. 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 ▇▇▇▇▇▇▇▇ 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. 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 shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, selldirectly or indirectly, leaseenter into or permit to exist any transaction or series of related transactions (including, transfer but not limited to, the purchase, sale or otherwise dispose exchange of property, the making of any Investment, the giving of its properties any Guarantee or assets to, or purchase the rendering of 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 the Company or any such Restricted Subsidiary in excess of $25.0 millionSubsidiary, unless: as the case may be, unless (ai) such Affiliate Transaction transaction or series of related transactions is on terms that taken as a whole are no less favorable to the Company or such Restricted Subsidiary than those that would have been could be obtained in a comparable arm's-length transaction by the Company or such Restricted Subsidiary with a non-Affiliated Person; and Person that is not such an Affiliate and (bii) (a) with respect to any Affiliate Transaction involving a transaction or series of related transactions that involves aggregate payments equal to, or in excess of of, $200.0 5.0 million but less than $10.0 million, the Company delivers to the Trustee a resolution of the Company’s Board of Directors set forth in an Officers’ ' Certificate certifying stating that such Affiliate Transaction transaction or series of related transactions complies with clause (ai) above above; and (b) with respect to a transaction or series of related transactions that involves aggregate payments equal to, or in excess of, $10.0 million, the Company delivers to the Trustee an Officers' Certificate stating that such Affiliate Transaction transaction or series of related transactions complies with clause (i) above, and either (x) such transaction or series of related transactions is approved by a majority of the disinterested members Board of Directors (including a majority of the Company’s Board Disinterested Directors, or in the event there is only one Disinterested Director, by such Disinterested Director), which approval is set forth in a resolution delivered to the Trustee or (y) the Company obtains an opinion from a nationally recognized investment banking firm, accounting firm or appraisal firm stating that such transaction or series of Directorsrelated transactions complies with clause (i) above or is fair to the Company or such Restricted Subsidiary from a financial point of view and delivers such opinion to the Trustee. The following items Notwithstanding the foregoing, this Section 1017 shall not be deemed Affiliate Transactions and therefore, will not be subject apply to the provisions of the prior paragraph: (1i) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement transaction 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 or one of its Restricted Subsidiaries with one or more Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate Subsidiaries of the Company solely because the Company ownsCompany, directly or through a (ii) any Restricted Subsidiary, an Equity Interest inPayment not prohibited by Section 1012, or controlsany Permitted Investment, such Person; (4iii) the payment of reasonable and customary fees to directors of the Company and reimbursements its Restricted Subsidiaries who are not employees of expenses the Company or its Subsidiaries, (pursuant iv) loans or advances made to indemnity arrangements or otherwise) of officers, directors, officers or employees or consultants of the Company or any Restricted Subsidiary; , or Guarantees in respect thereof or otherwise made on their behalf (5) including 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 under such Guarantees), in respect of the Notes travel, entertainment 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 nonmoving-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, related expenses incurred in the ordinary course of business; (15) intellectual property licenses , in the ordinary course of business; (16) payments an aggregate principal amount not to and fromexceed $500,000 in any fiscal year, 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); (17v) the payment granting and performance of reasonable out-of-pocket costs and expenses relating to registration rights for shares of Capital Stock of the Company; (vi) transactions pursuant to the Administrative Services Agreement between the Company and indemnities provided Associated as in effect on the Issue Date, and as such agreement may be amended from time to time in a manner no less favorable to the holders of the Notes; (vii) transactions pursuant to the Technical Services Agreement between the Company and NTT America, Inc. as in effect on the Issue Date, and as such agreement may be amended from time to time in a manner no less favorable to the holders of the Notes; (viii) transactions pursuant to the Stockholders Agreement between the Company, Nippon Telegraph and Telephone Corporation and certain other stockholders of the Company or any parent as in effect on the Issue Date, and as such agreement may be amended from time to time in a manner no less favorable to the holders 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 PersonNotes.