Common use of Limitation on Transactions with Affiliates Clause in Contracts

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or conduct suffer to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) or extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless (i) the terms of such Affiliate Transaction are not materially less favorable fair and reasonable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, or the terms of such Affiliate Transaction have been are at least as favorable as the terms which could be obtained by the Company or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm’s-length basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a value in excess of $20.0 million, the Company must obtain a Board Resolution approved by a majority of the Disinterested Directors. For purposes members of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if Board of Directors of the Company (x) such Affiliate Transaction is approved by and a majority of the Disinterested disinterested members of the Board of Directors or (yof the Company) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to certifying that such Affiliate TransactionTransaction complies with this Section 4.14. (b) The foregoing provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction,that is not prohibited by Section 4.11 (other than those described in clause (v) of the second paragraph thereunder); (1ii) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries; (iii) the entering into, maintaining or performance payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement and consulting arrangements entered into by the Company or any other similar arrangement for Restricted Subsidiary with their executives or with any employee, officer or director heretofore or hereafter entered into consultants in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings ; (iv) any transaction with a joint venture or other similar plans, programs entity which would constitute an Affiliate Transaction solely because the Company or arrangements, (2) the payment of compensation, performance of indemnification a Restricted Subsidiary owns an equity interest in or contribution obligations, otherwise controls such joint venture or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors similar entity; provided that no Affiliate of the Company or any of its Subsidiaries (as determined in good faith by other than the Company or a Restricted Subsidiary shall have a beneficial interest in such Subsidiary), (4) any transaction with an officer joint venture or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto,similar entity; (v) any transaction for so long as the Company is a member of a group filing a consolidated or combined tax return with Parent, payments to Parent in respect of (A) an allocable portion of the ordinary course tax liabilities of business on terms not materially less favorable such group that is attributable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate and its Subsidiaries, taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Company and such Subsidiaries from other taxable years and (B) any cancellation of debt income in connection with any refinancing of Indebtedness of Parent (collectively, “Tax Payments”); provided that any Tax Payments received from the Company shall be paid over to the appropriate taxing authority within 30 days of Parent’s receipt of such Tax Payments or refunded to the Company,; (vi) any transaction employment, indemnification, severance or other agreement or transactions relating to employee benefits or benefit plans with any employee, consultant or director of the Company or a Restricted Subsidiary that is entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and; or (vii) any transaction of the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), Company and all fees and expenses paid or payable in connection with the Transactionsits Restricted Subsidiaries which would constitue a Permitted Securitization Financing.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will shall not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, Subsidiary or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, (vii) the execution, delivery and performance of any Tax Sharing Agreement and any Management Agreements, including (1) payment to CDR or any Affiliate of CDR of a fee of up to $18.0 million plus out-of-pocket expenses in connection with the Transactions, and (2) payment to CDR or any Affiliate of CDR of fees of up to $2.0 million in any fiscal year, and fees in connection with any acquisition, merger, recapitalization or similar transaction as provided in any such Management Agreement, plus all out-of-pocket expenses incurred by CDR or any such Affiliate in connection with its performance of management consulting, monitoring, financial advisory or other services with respect to the Company and its Restricted Subsidiaries, and (viiviii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (each, an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tounless: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business Affiliate Transaction is on terms not materially that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or such Restricted Subsidiary with a an unrelated Person who is not an Affiliate or, if in the good faith judgment of the Board of Directors 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 financial point of view; and (vi2) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company, if any. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph of this Section 4.11: (1) any transaction employment, equity award, equity option or equity appreciation agreement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (2) transactions between or among any of the Company and its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person; (4) transactions effected in accordance with the terms of agreements 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 no less advantageous to the Company and its Restricted Subsidiaries in any material respect than the agreement so amended or replaced; (5) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (6) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company; (7) Permitted Investments or Restricted Payments that are permitted by Section 4.07; (8) payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on the Issue Date and as it may be amended, provided that any such amendment is not less favorable to the Company in any material respect than the agreement prior to such amendment; and (9) in the case of contracts for the purchase or sale of Hydrocarbons or activities or services reasonably related thereto, or approved other operational 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 a majority of the Board of Directors, between the Company or any of its Restricted Subsidiary and any Affiliate of Subsidiaries with third parties or otherwise on terms not materially less favorable to the Company controlled by the Company and its Restricted Subsidiaries than those that is would be available in a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection transaction with the Transactionsan unrelated third party.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, renew or conduct extend any transaction or series of related transactions (arrangement including the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) , with any Affiliate of the Company (each an “Affiliate Transaction”) unless ), unless: (i) the terms of such Affiliate Transaction are not materially no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could reasonably be expected to be obtained at the time in a comparable transaction with at such time on an arms’-length basis from a Person who that is not such an Affiliate and of the Company; (ii) if in the event that such Affiliate Transaction involves aggregate consideration payments, or transfers of property or services with a Fair Market Value, in excess of $15.0 millionU.S.$5,000,000, the terms of such Affiliate Transaction have been shall be approved by a majority of the Disinterested Directors. For purposes members of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if Board of Directors (x) such Affiliate Transaction is approved by including a majority of the Disinterested disinterested members thereof), the approval to be evidenced by a Board Resolution stating that the Board of Directors or has determined that such transaction complies with the preceding provisions; and (yiii) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to that such Affiliate Transaction (other than a Qualified Securitization Transaction) involves aggregate payments, or transfers of property or services with a Fair Market Value, in excess of U.S.$15,000,000, the Company shall obtain a favorable opinion as to the fairness of such Affiliate Transaction to the Company and the relevant Restricted Subsidiary (if any) from a financial point of view from an Independent Financial Advisor and file the same with the Trustee. (b) The provisions of Section 412(a3.9(a) will shall not apply to: (i) Affiliate Transactions between the Company and any of its Wholly-Owned Restricted Payment Transaction,Subsidiaries or between Wholly-Owned Restricted Subsidiaries of the Company; (1ii) any payment of reasonable and customary fees to directors of the entering into, maintaining Company for their services in such capacity; (iii) Affiliate Transactions or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with payments pursuant to any employee, officer or director heretofore compensation or hereafter benefit plans or arrangements entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) each of which shall be consistent with past practice and shall be approved by the payment compensation committee of compensation, performance the board of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity,Grupo Iusacell; (iv) Affiliate Transactions undertaken pursuant to any transaction arising out of agreements contractual obligations or instruments rights in existence on the Issue Date, Date (as in effect on the Issue Date with modifications and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms extensions thereof not materially less favorable adverse to the Company and its Restricted Subsidiaries); provided that (1) such contractual obligations or the relevant Restricted Subsidiary rights are on terms no less favorable than those that could have reasonably been expected to be obtained in a comparable transaction at the time in a transaction with entered into on an arms’-length basis from a Person who that is not an Affiliate of the Company, Company and (vi2) any transaction in the ordinary course of businessevent such contractual obligations or rights involved at the time entered into aggregate payments, or transfers of property or services with a Fair Market Value, in excess of U.S.$5,000,000, the terms of such Affiliate Transactions were approved by a majority of the disinterested members of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and; (viiv) the Transactions, all transactions in connection therewith payments to Grupo Iusacell of customary tax sharing payments and reasonable transaction costs related to financings (including but not limited to the financing thereof), and all fees and expenses paid or payable related to the restructuring of its Indebtedness); or (vi) any Restricted Payments made in connection compliance with the TransactionsSection 3.6.

Limitation on Transactions with Affiliates. (a) The Company Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 40.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Board of Directors. For purposes of this Section 412(a)paragraph, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(asubsection 7.6(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(asubsection 7.6(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former employee, officer officer, director or director consultant of or to the Borrower, any Restricted Subsidiary or any Parent heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to any such employees, officers officers, directors or directors consultants in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company Borrower or any of its Subsidiaries or any Parent (as determined in good faith by the Company Borrower or such SubsidiarySubsidiary or such Parent), (4) any transaction with an officer or director of the Borrower or any of its Subsidiaries or any Parent in the ordinary course of business not involving more than $100,000 100,000.00 in any one case, or (5) Management Advances and payments in respect thereofthereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction with between or among any of the CompanyBorrower, any one or more Restricted SubsidiarySubsidiaries, and/or one or any Receivables Entitymore Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Issue DateClosing Date (other than any Tax Sharing Agreement or Management Agreement referred to in subsection 7.6(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not materially less favorable to the Company Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the CompanyBorrower, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company Borrower or any Restricted Subsidiary and any Affiliate of the Company Borrower controlled by the Company Borrower that is a joint venture or similar entity, and, (vii) (1) the execution, delivery and performance of any Tax Sharing Agreement and any Management Agreements, and (2) payments to CD&R, ▇▇▇▇ Capital or Carlyle or any of their respective Affiliates (w) of any and all out-of-pocket expenses in connection with the Transactions, (x) for any management consulting, financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, of up to $7.5 million in any fiscal year (or such other amount as may be approved by a majority of the Disinterested Directors), (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Management Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), the execution, delivery and performance of all agreements and instruments in connection with the Transactions, and all fees and expenses paid or payable in connection with the Transactions, (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower or Junior Capital or any capital contribution to the Borrower, (x) any amendment, supplement, waiver or other modification to or of the Senior Unsecured Notes, the Senior Unsecured Notes Indenture or any related agreements, documents and instruments, or any of the terms and provisions of any thereof, to provide for the payment of interest in cash instead of in additional principal, or in additional principal instead of in cash, in each case in whole or in part, and (xi) any investment by any Investor in securities of the Borrower or any of its Restricted Subsidiaries so long as (i) such securities are being offered generally to other investors on the same or more favorable terms and (ii) such investment by all Investors constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities.

Limitation on Transactions with Affiliates. (a) The Company Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Borrower (an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of the greater of $15.0 million65 million and 10% of Consolidated EBITDA, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a6.05(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a6.05(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) 6.05 will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) (x) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of businessbusiness and (y) the payments contemplated under clause (r) of the definition of Consolidated Net Income, (3) the payment of reasonable fees and out-of-pocket expenses to directors of the Borrower or any Parent Company or any of its Subsidiaries (as determined in good faith by the Company Borrower or such Subsidiary), or (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 120,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) (A) any transaction between or among any of the Borrower and one or more Restricted Subsidiaries and (B) sales of Securitization Assets in connection with the Company, any Restricted Qualified Securitization Financing with any Securitization Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue DateClosing Date and set forth on Schedule 6.05, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the CompanyBorrower, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company Borrower or any Restricted Subsidiary Subsidiary, on the one hand, and any Affiliate of the Company Borrower controlled by the Company Borrower that is a joint venture or similar entity, andon the other hand, if either (1) such transaction is in the ordinary course of business or (2) such transaction is approved by a majority of the Disinterested Directors, (vii) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Transactions, all transactions in connection therewith (including but not limited Borrower or capital contribution to the financing thereof)Borrower, (viii) [reserved], (ix) the issuance of Equity Interests or equity-based awards of Holdings or any direct or indirect parent thereof to any officer, director, employee or consultant of the Loan Parties or any of their Subsidiaries, (x) employment and severance arrangements between the Loan Parties and/or Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements, (xi) the payment of customary fees and reasonable out-of-pocket costs to, and all fees indemnities provided on behalf of, directors, officers and expenses paid employees of any Loan Party and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or payable in connection with operation of the TransactionsBorrower and its Restricted Subsidiaries, and (xii) the issuance or transfer of Equity Interests (other than Disqualified Stock) of Holdings to any of its equity holders or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof to the extent otherwise permitted by this Agreement and to the extent such issuance or transfer would not give rise to a Change of Control.

Limitation on Transactions with Affiliates. (a) The Company will notEnter into any transaction, and will not permit including any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or Property, the rendering of any service) service or the payment of any management, advisory or similar fees, with any Affiliate (other than transactions between or among the Parent Borrower and the Subsidiary Guarantors) that involves consideration in excess of the Company $2,500,000 for such transaction unless such transaction is (an “Affiliate Transaction”a) unless not otherwise prohibited under this Agreement and (ib) the upon fair and reasonable terms of such Affiliate Transaction are not materially no less favorable to the Company Parent Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time it would obtain in a comparable arm’s length transaction with a Person who which is not such an Affiliate and Affiliate, except that this Section 7.10 shall not prohibit (i) the sale, transfer, encumbrance or other disposition by the Parent Borrower or its Subsidiaries to a Subsidiary of accounts receivable or related ancillary rights or assets, or interests therein, pursuant to a Receivables Transfer Program, (ii) if such Affiliate Transaction involves aggregate consideration in excess overhead and other ordinary course allocations of $15.0 millioncosts and services on a reasonable basis, (iii) allocations of tax liabilities and other tax-related items among the terms Parent Borrower and its Affiliates based principally upon the financial income, taxable income, credits and other amounts directly related to the respective parties, (iv) any incurrence of such Affiliate Transaction have been approved Indebtedness not prohibited by a majority of the Disinterested Directors. For purposes of this Section 412(a)7.2, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (iiii) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangementsnot prohibited by Section 7.6, (2iv) any Investment permitted by Section 7.8 specifically contemplated by Section 7.8 to be made among Affiliates or (v) transactions between or among the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of Parent Borrower and its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business which are pursuant to customary transfer pricing arrangements or for the achievement of operating efficiencies (but not involving more than $100,000 in any one case, (x) an Investment not specifically contemplated by Section 7.8 to be made among Affiliates or (5y) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms an Asset Sale not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereofotherwise permitted under this Agreement), and all fees and expenses paid or payable in connection with the Transactions.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) such Affiliate Transaction is entered into in good faith and the terms of such Affiliate Transaction are not materially less favorable are, taken as a whole, fair and reasonable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 25.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness the Company or such Restricted Subsidiary receives an opinion is provided by in customary form from a nationally recognized appraisal or investment banking firm with respect to the effect that such Affiliate TransactionTransaction is fair to the Company or such Restricted Subsidiary from a financial point of view. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction,; (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), or (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof,thereof (or in reimbursement of any expenses referred to in the definition of such term); (iii) any transaction with with, including an investment in, the Company, any Restricted Subsidiary, or any Receivables Special Purpose Entity,; (iv) any transaction arising out of agreements the Separation and Distribution Agreement, dated as of July 27, 2006 (as amended, modified or instruments supplemented in accordance with its terms), among Avis Budget Group, Inc., Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc. in existence on the Issue Date, and any payments made pursuant thereto,; (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of DirectorsBoard, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity; (vi) the execution, anddelivery and performance of any Tax Sharing Agreement; (vii) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Transactions, all transactions in connection therewith (including but not limited Company or capital contribution to the financing thereof)Company; (viii) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of the Company or any of its Subsidiaries, where such Affiliates hold less Indebtedness or Capital Stock than non-Affiliates and all fees such Affiliates receive the same consideration as non-Affiliates in such transactions; (ix) any transaction with any Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; and (x) transactions exclusively between or among the Company and expenses paid or payable in connection with the Transactionsany of its Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series guarantee with (which term, for purposes of related transactions (including this Section 4.11, shall include "for the purchase, sale, lease or exchange of any property or benefit of" where appropriate in the rendering of any servicecontext) with any Affiliate of the Company (each, an “"Affiliate Transaction”") unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company involving aggregate payments or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 25.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tounless: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary, taken as a whole, 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 with respect to any Affiliate Transaction involving aggregate payments or consideration in excess of $75.0 million, a resolution of the Board of Directors of the Company 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 members of the Board of Directors of the Company. (b) The following items will be deemed not to be Affiliate Transactions and, therefore, will not be subject to the provisions of clause (a) of this Section 4.11: (1) any employment, consulting or other compensation arrangement or agreement, employee or compensation benefit plan, officer or director compensation or indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto; (2) transactions between or among the Company and/or its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, a Capital Interest in, or controls, such Person; (4) [reserved]; (5) any issuance or sale of Qualified Capital Interests of the Company and the granting of registration and other customary rights in connection therewith; (6) Restricted Payments that do not violate the provisions of Section 4.07 hereof and the definition of "Permitted Investments" and payments described in, but excluded from, the definitions of "Restricted Payment" and "Permitted Investments" and their component definitions; (7) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights or Capital Interests to directors, officers, employees and consultants that are approved by the Board of Directors of the Company or any of its Restricted Subsidiaries in the ordinary course of business; (8) the existence of, or the performance by the Company or any of its Restricted Subsidiaries under the terms of, any agreement or instrument as in effect on the Issue Date or any amendment thereto (so long as any such agreement or instrument together with all amendments thereto, taken as a whole, is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement or instrument as in effect on the Issue Date) or any transaction contemplated thereby; (9) transactions that are necessary or advisable in order to comply with Regulatory Requirements; (10) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an independent financial advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that could be would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; (11) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business that are fair to the Company and its Restricted Subsidiaries in the good faith judgment of the Company, or are on terms at least as favorable as might reasonably have been obtained at the such time in a from an unaffiliated party; (12) any transaction with a Qualified Securitization Entity that is not prohibited under this Indenture; (13) payments of reasonable fees, expenses and indemnity to, and loans (or cancellation of loans) to, former, current and future employees, officers, directors, management personnel or consultants of the Company or any of its Subsidiaries and employment agreements, collective bargaining agreements, stock option plans, benefit plans, other similar arrangements and related trust arrangements with such Persons which, in each case, are approved by the Company in good faith; (14) payments to and from, and transactions with, any Joint Venture in the ordinary course of business; (15) transactions with Persons solely in their capacity as holders of a minority of any class of Debt or Capital Interests of the Company or any of its Restricted Subsidiaries, where such Persons are treated no more favorably than holders of such class of Debt or Capital Interests of the Company or such Restricted Subsidiary generally; (16) any transaction with any Person who is not an Affiliate of the Company,Company immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (vi17) any transaction in the ordinary course of businesstransactions permitted by, or approved by a majority of the Board of Directors, and complying with Section 5.01 hereof; (18) transactions between the Company or any of its Restricted Subsidiary Subsidiaries and any Affiliate Person, a director of which is also a director of the Company controlled by or any of its Subsidiaries, if such director abstains from voting as a director of the Company that is a joint venture or similar entitysuch Subsidiary, as the case may be, on any matter involving such other Person; and (vii19) the Transactionspledges of Capital Interests in, all transactions in connection therewith (including but not limited to the financing thereof)or Debt of, and all fees and expenses paid or payable in connection with the TransactionsUnrestricted Subsidiaries.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectlyindirectly make any payment to, enter into or conduct sell, lease, transfer or otherwise dispose of any transaction of its properties or series of related transactions (including the purchaseassets to, sale, lease or exchange of purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the rendering benefit of, any of any service) with any Affiliate of the Company their Affiliates (each, an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if unless: (x1) such Affiliate Transaction is approved by on terms that are not less favorable, taken as a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directorswhole, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in material respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be would have been obtained at the time in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with an unrelated Person (as determined in good faith by the Company or a Person who is not an Affiliate direct or indirect parent of the Company,); and (vi2) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of the greater of (x) $5.0 million and (y) 3.0% of Consolidated Cash Flow for the Reference Period, a Board Resolution accompanied by an Officer’s Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with clause (a)(1) above and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the Disinterested Members. (b) The following items will be deemed not to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.05(a): (1) (a) transactions between or among the Company and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and (b) any merger or consolidation of the Company and Cogent Holdco or any other direct or indirect parent of the Company (provided that such parent entity shall have no material liabilities and no material assets (other than Cash Equivalents and the Capital Stock of the Company) and such merger or consolidation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose); (a) Restricted Payments that are permitted by this Indenture and (b) Permitted Investments; (3) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an independent accounting, appraisal or investment banking firm of national standing (as determined in good faith by the Company or a direct or indirect parent of the Company) 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 4.05(a); (4) payments, loans or advances to employees or consultants or guarantees in respect thereof (or cancellation of loans, advances or guarantees) for bona fide business purposes or in the ordinary course of business; (5) any agreement or arrangement as in effect as of the Issue Date and as thereafter amended, supplemented or approved by a majority replaced (so long as such amendment, supplement or replacement is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date) or any transaction or payments contemplated thereby; (6) (a) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Company and its Restricted Subsidiaries in the reasonable determination of the Board of DirectorsDirectors or the senior management of the Company or a direct or indirect parent of the Company or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (b) transactions with Unrestricted Subsidiaries in the ordinary course of business; (7) the sale or issuance of Equity Interests (other than Disqualified Stock) of the Company; (8) any contribution to the capital of the Company (other than Disqualified Stock) or any investments by Cogent Holdco or a direct or indirect parent of the Company in Equity Interests (other than Disqualified Stock) of the Company (and payment of reasonable out-of-pocket expenses incurred by Cogent Holdco or a direct or indirect parent of the Company in connection therewith); (9) any transaction with a Person (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; provided that no Affiliate of the Company or any of its Subsidiaries other than the Company or a Restricted Subsidiary shall have a beneficial interest or otherwise participate in such Person; (10) transactions between the Company or any of its Restricted Subsidiaries and any Person who is a director, or such Person has a director who 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 or such direct or indirect parent of the Company, as the case may be, on any matter involving such other Person; (11) pledges of Equity Interests of Unrestricted Subsidiaries; (12) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (13) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of their obligations under the terms of, any customary registration rights or shareholders’ agreement to which they are a party or become a party in the future; (14) any employment agreements entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and the payment of reasonable and customary fees and reimbursements paid to, and customary indemnity and similar arrangements provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary or (to the extent relating to the business of the Company and its Subsidiaries) any other direct or indirect parent of the Company; (15) any transaction effected as part of a Qualified Receivables Financing permitted hereunder; (16) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company or of a Restricted Subsidiary of the Company, as appropriate, in good faith; (17) (i) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by the Company or any of its Restricted Subsidiaries with current, former or future officers, directors, employees and consultants of the Company or any of its Restricted Subsidiaries (or of any direct or indirect parent of the Company to the extent such agreements or arrangements are in respect of services performed for the Company or any of its Restricted Subsidiaries) and the payment of compensation to officers, directors, employees and consultants of the Company or any of its Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans) (or of any direct or indirect parent of the Company to the extent such agreements or arrangements are in respect of services performed for the Company or any of its Restricted Subsidiaries), in each case in the ordinary course of business; and (ii) any payment of compensation or other employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers officers, directors, employees or consultants of the Company or any of its Restricted Subsidiaries or any direct or indirect parent of the Company (including amounts paid pursuant to any management equity plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, stock option or similar plans and any successor plan thereto and any supplemental executive retirement benefit plans or arrangements), in each case, in the ordinary course of business or as otherwise approved in good faith by the Board of Directors of the Company or a direct or indirect parent of the Company; (18) investments by a direct or indirect parent of the Company in securities of the Company or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by a direct or indirect parent of the Company in connection therewith); (19) any lease entered into between the Company or any Restricted Subsidiary Subsidiary, as lessee, and any Affiliate of the Company controlled by Company, as lessor, in the Company that is a joint venture or similar entity, ordinary course of business; and (viii) intellectual property licenses in the Transactions, all transactions ordinary course of business and (ii) intercompany intellectual property licenses and research and development agreements in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionsordinary course of business.

Limitation on Transactions with Affiliates. (a) The Company will Parent shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, amend or conduct suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease property or exchange services) with or for the benefit of any property or the rendering of any service) with any Affiliate of the Company (each an “Affiliate Transaction”) or extend, renew, waive or otherwise amend or modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless (i) the terms of such Affiliate Transaction are not materially less favorable to Parent or the Company relevant Restricted Subsidiary than those terms which could reasonably be obtained by Parent or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a comparable transaction with a Person who is not such made on an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transactionarm’s-length basis between unaffiliated parties. (b) In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a common plan) involving an amount or having a Fair Market Value in excess of $100,000,000, Parent must either (i) obtain a board resolution of a majority of the disinterested members of the Board of Directors of Parent certifying that such Affiliate Transaction complies with subsection (a) of this Section 4.14 or (ii) obtain a favorable written opinion as to the fairness of such transaction or transactions, as the case may be, from an Independent Financial Advisor. (c) The foregoing provisions of Section 412(a) will shall not apply to: (i1) any Affiliate Transaction that is between or among Parent and/or any one or more of its Restricted Subsidiaries; (2) any Restricted Payment Transaction,or Permitted Investment that is not prohibited by Section 4.10; (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment reasonable fees, compensation, benefits and incentive arrangements paid or provided to, and indemnity provided on behalf of, officers, directors or employees or consultants of reasonable fees to directors of the Company Parent or any of its Subsidiaries (Restricted Subsidiary as determined in good faith by the Company Parent’s Board of Directors or such Subsidiary), senior management; (4) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction with an officer contemplated thereby (including pursuant to any amendment thereto) or director in the ordinary course of business not involving more than $100,000 in any one casereplacement agreement thereto so long as any such amendment or replacement agreement is not materially more disadvantageous to the Holders, or (5) Management Advances and payments taken as a whole, than the original agreement as in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence effect on the Issue Date, and any payments made pursuant thereto,; (v5) any transaction in the ordinary course transactions effected as part of business on terms not materially less favorable a Qualified Receivables Transaction; (6) sales or issuances of Equity Interests (other than Disqualified Stock) of Parent to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction Affiliates of Parent; (7) transactions with a Person who that is not an Affiliate of the Company,Parent solely because Parent or a Restricted Subsidiary owns an Equity Interest in or controls such Person; (vi) 8) any transaction in undertaken pursuant to the ordinary course of businessConstar Agreements, including any amendment thereto or approved by replacement thereof so long as any such amendment or replacement agreement is not materially more disadvantageous to the Holders, taken as a majority of whole, than the Board of Directors, between the Company original Constar Agreement so amended or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, replaced; and (vii9) the Transactions, all transactions in connection therewith (including but not limited non-recourse accommodation pledge of equity of any Unrestricted Subsidiary to support the Indebtedness of such Unrestricted Subsidiary to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionsextent such pledge is otherwise permitted under this Indenture.

Limitation on Transactions with Affiliates. (a) The Company will notEnter into any transaction, and will not permit including any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or Property, the rendering of any service) service or the payment of any management, advisory or similar fees, with any Affiliate (other than Parent, any Restricted Subsidiary or any Person that becomes a Restricted Subsidiary as a result of the Company (an “Affiliate Transaction”such transaction) unless (i) the such transaction is otherwise permitted under this Agreement and is on fair and reasonable terms of such Affiliate Transaction are not materially no less favorable to Parent and the Company or such Restricted SubsidiarySubsidiaries, taken as the case may bea whole, than those that could be obtained at the time in a comparable arm’s-length transaction with a Person who that is not such an Affiliate Affiliate. Notwithstanding the foregoing, Parent and the Restricted Subsidiaries may: (a) enter into and consummate the transactions listed on Schedule 6.9(b); (b) make Restricted Payments permitted pursuant to Section 6.6; (c) make Investments (i) in Unrestricted Subsidiaries permitted by Section 6.7 and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 millionany Person to the extent permitted by Section 6.7(a), the terms of such Affiliate Transaction have been approved by (c), (d), (h), (v) or (cc) (provided, that any Investment in a majority of the Disinterested Directors. For purposes of Person permitted under Section 6.7 shall be permitted under this Section 412(a6.9(d) to the extent such Investment constitutes a transaction with an Affiliate solely because a Group Member owns any Capital Stock in, or controls such Person), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction.; (bd) The provisions enter into employment and severance arrangements with officers, directors and employees of Section 412(a) will not apply to: (i) any Parent and the Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securitiesSubsidiaries and, to employees, officers or directors in the ordinary course of business, (3) extent relating to services performed for Parent and the payment of reasonable fees to directors of the Company or any of its Restricted Subsidiaries (as determined in good faith by the Company or such Subsidiarysenior management of the relevant Person), pay director, officer and employee compensation (4including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification and expense reimbursement arrangements; provided, that any transaction purchase of Capital Stock of Parent in connection with the foregoing shall be subject to Section 6.6; (e) [reserved]; (f) make payments to or receive payments from, and enter into and consummate transactions with, joint ventures (to the extent any such joint venture is only an officer or director Affiliate as a result of Investments by Parent and the Restricted Subsidiaries in such joint venture) in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof,consistent with past practice to the extent otherwise permitted hereunder; (iiig) pay reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to holders of Capital Stock of Parent pursuant to any stockholders’ agreement or registration and participation rights agreement as in effect on the Closing Date or entered into after the Closing Date in connection with any financing transaction, the net proceeds of which are contributed to Parent; (h) enter into transactions between Parent or any Restricted Subsidiary and any Person other than an Unrestricted Subsidiary which would constitute a transaction with the Company, any Restricted Subsidiary, an Affiliate solely because a director of such Person is also a director of Parent or any Receivables Entity,direct or indirect Subsidiary of Parent; provided, however, that such director abstains from voting as a director of Parent or such direct or indirect parent, as the case may be, on any matter involving such other Person; (ivi) any transaction arising out engage in the non-exclusive licensing of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction Intellectual Property in the ordinary course of business on terms not materially less favorable or consistent with past practice to permit the Company commercial exploitation of Intellectual Property between or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate among Affiliates of the Company,Parent; (vij) any transaction in the ordinary course of business, between or approved by a majority of the Board of Directors, between the Company among Parent or any Restricted Subsidiary and any Person that is an Affiliate of Parent or any Restricted Subsidiary solely because Parent or a Restricted Subsidiary owns an equity interest in or otherwise controls such Person; (k) [reserved]; (l) (i) investments by Affiliates in securities of Parent or any of the Company controlled Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by Parent or such Restricted Subsidiary generally to other non-affiliated third party investors on the same or more favorable terms and (ii) payments to Affiliates in respect of securities of Parent or any of the Restricted Subsidiaries contemplated by the Company foregoing subclause (i) or that were acquired from Persons other than Parent and the Restricted Subsidiaries, in each case, in accordance with the terms of such securities; (m) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a joint venture or similar entity, Restricted Subsidiary as described in Section 5.13; provided that such transaction was not entered into in contemplation of such Unrestricted Subsidiary becoming a Restricted Subsidiary; and (viin) enter into transactions with respect to which Parent or any of the TransactionsRestricted Subsidiaries, all transactions in connection therewith (including but not limited as the case may be, obtains a letter from an independent financial advisory, investment banking or appraisal firm stating that such transaction is fair to Parent or such Restricted Subsidiary from a financial point of view or meets the financing thereof), and all fees and expenses paid or payable in connection with requirements of the Transactionsfirst sentence of this Section 6.9.

Limitation on Transactions with Affiliates. (a) The Company will Issuers shall not, and will shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, renew or conduct extend any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the Company (Parent, an “Affiliate Transaction”) unless (i) the Issuer or any Restricted Subsidiary, in each case involving consideration in excess of $5,000,000, except upon terms of such Affiliate Transaction that are not materially less favorable to the Company Issuers or such Restricted Subsidiary, as the case may be, Subsidiary than those that could be obtained 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 with a Person who that is not such a Holder or an Affiliate Affiliate. (b) The limitation set forth in Section 4.12(a) does not limit, and shall not apply to: (ii1) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been transactions (A) approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority disinterested directors of the Disinterested Board of Directors of the Parent or (yB) in for which the event there are no Disinterested Directors, Parent or any Restricted Subsidiary delivers to the Trustee a fairness written opinion is provided by of a nationally recognized investment banking, appraisal or investment banking accounting firm with respect stating that the transaction is fair to the Parent or such Affiliate Transaction.Restricted Subsidiary from a financial point of view; (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment any transaction solely between an Issuer and any of compensation, performance of indemnification its Restricted Subsidiaries or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, solely between Restricted Subsidiaries; (3) the payment of reasonable fees to directors and compensation (including through the issuance of the Company Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any transaction Restricted Payments not prohibited by Section 4.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former or future officers and employees of the Parent or an officer Issuer or director such Restricted Subsidiary and the payment of compensation to officers and employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business not involving more than $100,000 in business; (8) loans and advances to officers and employees of the Parent, an Issuer or any one case, Restricted Subsidiary or (5) Management Advances and payments guarantees in respect thereof, thereof (iii) any transaction with the Companyor cancellation of such loans, any Restricted Subsidiaryadvances or guarantees), or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Datefor bona fide business purposes, including for reasonable moving and any payments relocation, entertainment and travel expenses and similar expenses, made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to business; (9) transactions with a Person that is an Affiliate of the Company Parent or an Issuer solely because the relevant Restricted Subsidiary than those that could be obtained at the time in a Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of the Company,such transaction that becomes an Affiliate as a result of such transaction; or (vi11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunder. (c) Notwithstanding Section 4.12(a) and 4.12(b), any transaction or series of related transactions covered by Section 4.12(a) and not covered by clauses (2) through (11) of Section 4.12(b): (i) the aggregate amount of which exceeds $10,000,000 in value shall be approved or determined to be fair in the ordinary course of business, manner provided for in Section 4.12(b)(1)(A) or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, (B); and (viiii) the Transactions, all transactions aggregate amount of which exceeds $25,000,000 in connection therewith (including but not limited value shall be determined to be fair in the financing thereofmanner provided for in Section 4.12(b)(1)(B), and all fees and expenses paid or payable in connection with the Transactions.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any properties or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company involving aggregate payments or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 5.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if unless: (x1) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or such Restricted Subsidiary in arm's-length dealings with an unrelated Person or, if there is no such comparable transaction, on terms that are fair and reasonable to the Company or such Restricted Subsidiary; 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 $25.0 million, an Officer's Certificate certifying that such Affiliate Transaction complies with clause (1) above; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, a Person who is not an Affiliate resolution of the Company, (vi) any transaction in Board of Directors of the ordinary course of business, or Company approving the Affiliate Transaction approved by a majority of the disinterested members thereof (or if the Board of Directors has no disinterested directors, all of the members of the Board of Directors); provided that the requirements of clause (2) above are not applicable to any Affiliate Transactions in the ordinary course of business with an Affiliate engaged in any business conducted by the Company or any of its Subsidiaries or joint ventures on the Initial Issuance Date (or a business that is reasonably complementary or related to the foregoing or developments, extensions or expansions of the foregoing). (b) The following shall be deemed not to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a): (1) any employment agreement, employee benefit plan, any other employee compensation plan or arrangement, officer or director indemnification agreement, director compensation package, severance agreement, collective bargaining agreement, consulting agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business with any present or former director, employee or consultant of the Company, any Restricted Subsidiary or any Affiliate of the Company, and payments, awards, grants or issuance of securities pursuant thereto; (2) transactions between or among the Company and its Restricted Subsidiaries; (3) Permitted Investments and Restricted Payments that are permitted by the provisions of the Indenture; (4) loans or advances to officers, directors, employees and consultants of the Company or any Restricted Subsidiary made in the ordinary course of business and consistent with past practices of the Company and its Restricted Subsidiaries and other advances to employees in an aggregate amount not to exceed $2.0 million outstanding at any one time; (5) customary compensation, indemnification and other benefits made available to officers, directors, employees or consultants of the Company or a Restricted Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers' and directors' liability insurance; (6) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company controlled by solely because the Company that is a joint venture owns, directly or similar entityindirectly, andan Equity Interest in, or otherwise controls, such Person; (vii7) any transaction in which the TransactionsCompany or any of its Restricted Subsidiaries, all transactions in connection therewith (including but not limited as the case may be, delivers to the financing Trustee an opinion, from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of clause (1) of Section 4.11(a); (8) sales of Equity Interests (other than Disqualified Stock) to, or receipt of capital contributions from, Affiliates of the Company; (9) transactions pursuant to agreements or arrangements in effect on the Initial Issuance Date that are described in the Offering Memorandum, or any amendment, modification, or supplement thereto or replacement thereof), as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, is not materially more disadvantageous to the Company and all fees and expenses paid its Restricted Subsidiaries, taken as a whole, than the agreement or payable arrangement in existence on the Initial Issuance Date; (10) any transactions entered into in connection with the TransactionsSpin-Off, including pursuant to the Distribution Agreement, the Tax Matters Agreement, the Amended and Restated Transition Services Agreement, the Employee Matters Agreement and the Series B Exchange Agreement, and including the payment of any expense of SEACOR and its subsidiaries (other than the Company and its Subsidiaries) incurred in connection with the Spin-Off, in each case, to the extent approved by the Board of Directors of the Company and disclosed in the Offering Memorandum; (11) pledges of Equity Interests of Unrestricted Subsidiaries; and (12) transactions entered into in good faith which provide for shared services and/or facilities arrangements and which provide cost savings and/or other operational efficiencies.

Limitation on Transactions with Affiliates. (a) The Company Borrower will not, and will not permit any Material Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $20.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 50.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Board of Directors. For purposes of this Section 412(a)paragraph, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(asubsection 7.6(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(asubsection 7.6(a) will not apply to: (i) any Restricted Payment Transaction,; (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer officer, director or director consultant of or to the Borrower, any Restricted Subsidiary or any Parent heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans, in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity-related equity‑related interests or other securities, to any such management members, employees, officers officers, directors or directors in the ordinary course of businessconsultants, (34) the payment of reasonable fees to directors of the Company Borrower or any of its Subsidiaries or any Parent (as determined in good faith by the Company Borrower, such Subsidiary or such SubsidiaryParent), (45) any transaction with an officer or director of the Borrower or any of its Subsidiaries or any Parent in the ordinary course of business not involving more than $100,000 in any one case, or (56) Management Advances and payments in respect thereof,thereof (or in reimbursement of any expenses referred to in the definition of such term); (iii) any transaction with between or among any of the CompanyBorrower, any one or more Restricted SubsidiarySubsidiaries, or any Receivables Entity,one or more Special Purpose Entities; (iv) any transaction arising out of agreements or instruments in existence on the Issue DateRestatement Effective Date (other than any Tax Sharing Agreement or Management Agreement referred to in subsection 7.6(b)(vii)), and any payments made pursuant thereto,; (v) any transaction in the ordinary course of business on terms that are fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not materially less favorable to the Company Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company,Borrower; (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company Borrower or any Restricted Subsidiary and any Affiliate of the Company Borrower controlled by the Company Borrower that is a joint venture or similar entity, and; (vii1) the execution, delivery and performance of any obligations under any Tax Sharing Agreement and any Management Agreements, and (2) payments to CD&R or KKR or any of their respective Affiliates (x) for any management, consulting or advisory services, or in respect of financing, underwriting or placement services or other investment banking activities (if any), (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities; (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of CD&R, KKR and their respective Affiliates; (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower or Junior Capital or any capital contribution to the Borrower; and (x) any investment by any Investor in securities of the Borrower or any of its Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by any Investor in connection therewith) so long as such securities are being offered generally to other investors on the same or more favorable terms.

Limitation on Transactions with Affiliates. (a) The Company will Borrower shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Borrower (an “Affiliate Transaction”) unless such transaction is on terms: (i1) the terms of such Affiliate Transaction that are not materially no less favorable to the Company Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in a transaction arm’s-length dealings with a Person who is not such an Affiliate and Affiliate, (ii2) if that, in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $15.0 million25,000,000, (A) are set forth in writing, the terms of such Affiliate Transaction and (B) have been approved by a majority of the Disinterested Directors. For purposes members of this Section 412(a)the Board of Directors having no personal stake in such Affiliate Transaction; and (3) that, any Affiliate Transaction shall be deemed to have satisfied in the requirements set forth in this Section 412(a) if (x) event such Affiliate Transaction is approved by a majority involves an amount in excess of the Disinterested Directors or (y) in the event there are no Disinterested Directors$75,000,000, a fairness opinion is provided have been determined by a nationally recognized appraisal appraisal, accounting or investment banking firm with respect to such Affiliate Transactionbe fair, from a financial standpoint, to the Borrower and its Restricted Subsidiaries. (b) The provisions of Section 412(a6.05(a) will not apply toprohibit: (i1) any Restricted Payment Transaction,permitted to be paid pursuant to Section 6.02; (12) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, incentive compensation plans, stock options and stock ownership plans approved by the Board of Directors; (3) the entering intogrant of stock options or similar rights to employees and directors of the Borrower pursuant to plans approved by the Board of Directors; (4) loans or advances to employees in the ordinary course of business of the Borrower; (5) the payment of reasonable fees and compensation to, maintaining or performance the provision of any employment contractemployee benefit arrangements and indemnity for the benefit of, collective bargaining agreementdirectors, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into officers and employees of the Borrower and its Restricted Subsidiaries in the ordinary course of business; (6) any transaction between or among any of the Borrower, including vacationany Restricted Subsidiary or any joint venture or similar entity which would constitute an Affiliate Transaction solely because the Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, health, insurance, deferred compensation, severance, retirement, savings joint venture or other similar plans, programs or arrangements, entity; (27) the payment issuance or sale of compensation, performance any Capital Stock (other than Disqualified Stock) of indemnification or contribution obligationsthe Borrower; (8) any agreement as in effect on the Restatement Date described in the Disclosure Documents, or any issuancerenewals, grant extensions or award amendments of stockany such agreement (so long as such renewals, optionsextensions or amendments are not less favorable in any material respect to the Borrower or its Restricted Subsidiaries) and the transactions evidenced thereby; (9) transactions with customers, other equity-related interests clients, suppliers or other securities, to employees, officers purchasers or directors sellers of goods or services in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director each case in the ordinary course of business not involving more than $100,000 and otherwise in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction compliance with the Companyterms of this Agreement which are fair to the Borrower or its Restricted Subsidiaries, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority reasonable determination of the Board of DirectorsDirectors or the senior management thereof, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, andare on terms at least as favorable as could reasonably have been obtained at such time from an unaffiliated party; or (vii10) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionsany transaction effected as part of a Qualified Receivables Transaction.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, sale, exchange or lease of assets or exchange of any property or the rendering of any serviceservices) with with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”) unless involving aggregate consideration to or from the Company or a Restricted Subsidiary in excess of $10,000,000, unless: (i1) the such transaction or series of related transactions is on terms of such Affiliate Transaction that are not materially no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could would be obtained at the time available in a comparable arm’s-length transaction with a Person who unrelated third parties or, if in the good faith judgment of the Company, no comparable transaction is not available with which to compare such an Affiliate and (ii) if Transaction, such Affiliate Transaction involves is otherwise fair to the Company or such Restricted Subsidiary from a financial point of view; and (2) the Company delivers to the Trustee: (I) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million25,000,000 but no greater than $50,000,000, the terms of an Officers’ Certificate certifying that such Affiliate Transaction have or series of Affiliate Transactions complies with this covenant; and (II) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50,000,000, an Officers’ Certificate certifying that such Affiliate Transaction or series of Affiliate Transactions complies with this Section 4.11 and that such Affiliate Transaction or series of Affiliate Transactions has been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority Directors of the Company, if any, (or, if there is only one Disinterested Directors or (y) in the event there are no Director, such Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate TransactionDirector). (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction,4.11(a): (1) loans or advances to officers, directors and employees of the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement Company or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into Restricted Subsidiary made in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, business in an aggregate amount not to exceed $5,000,000 outstanding at any one time; (2) indemnities of officers, directors, employees and other agents of the payment of compensation, performance of indemnification or contribution obligations, Company or any issuance, grant or award of stock, options, other equity-related interests Restricted Subsidiary permitted by corporate charter or other securitiesorganizational document, to employees, officers bylaw or directors in the ordinary course of business, statutory provisions; (3) the payment of reasonable and customary fees to directors of the Company or any of its Restricted Subsidiaries who are not employees of the Company or any Affiliate; (4) the Company’s employee compensation and other benefit arrangements; (5) transactions exclusively between or among the Company and any of the Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (6) any Restricted Payment permitted to be paid pursuant to Section 4.07; (7) any transactions undertaken pursuant to any contracts in existence on the Issue Date (as in effect on the Issue Date) and any renewals, replacements or modifications of such contracts (pursuant to new transactions or otherwise) on terms no less favorable to the Holders of the Notes than those in effect on the Issue Date; (8) in the case of contracts for drilling, storing, gathering, processing, treating, transporting or disposing of hydrocarbons or services reasonably related thereto or other operation-type contracts, any such contracts that are entered into in the ordinary course of business (x) which are fair to the Company and its Restricted Subsidiaries, in the good faith determination of the Board of Directors of the Company or the senior management thereof or (y) which are on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary and third parties or, if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, that the terms are on the whole not materially less favorable than those that would be reasonably expected to be available from third parties on an arm’s-length basis, as determined in good faith by the Company; (9) 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 Subsidiary, an Equity Interest in, or controls, such Subsidiary), Person; (410) any transaction with an officer sale or director in other issuance of Equity Interests (other than Disqualified Capital Stock) of the ordinary course of business not involving more than $100,000 in any one caseCompany to, or receipt of a capital contribution from, an Affiliate (5or a Person that becomes an Affiliate) Management Advances and payments in respect thereof,of the Company; (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v11) any transaction in the ordinary course of business on terms not materially less favorable to which the Company or any of its Restricted Subsidiaries, as the relevant Restricted Subsidiary than those case may be, deliver to the Trustee a letter from an accounting, appraisal or investment banking firm of national standing stating that could be obtained at such transaction meets the time in a transaction with a Person who is not an Affiliate requirements of the Company,Section 4.11(a)(1); (vi12) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary on the one hand and any Person deemed to be an Affiliate solely because a director of such Person is also a director of the Company controlled by or a Restricted Subsidiary, on the other hand; provided that such director abstains from voting as a director of the Company that is a joint venture or similar entitythe Restricted Subsidiary, and (vii) the Transactionsas applicable, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionsapproval of the transaction; and (13) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Company and its Restricted Subsidiaries and otherwise in compliance with this Indenture; provided that such transactions are on terms substantially similar to those obtained by the Company or any Restricted Subsidiary in similar transactions with third parties or, if neither the Company nor any Restricted Subsidiary has entered into a similar transaction with a third party, that are on the whole not materially less favorable than those that would be reasonably expected to be available from third parties on an arm’s-length basis, as determined in good faith by the Company.

Limitation on Transactions with Affiliates. (a) The Company will Parent Guarantor shall not, and will shall not permit any Restricted Subsidiary toof its Subsidiaries (other than any Permitted Business Combination Entity), directly or indirectly, to enter into or conduct permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property property, employee compensation arrangements or the rendering of any service) with ), involving aggregate consideration in excess of US$5.0 million, with, or for the benefit of, any Affiliate of the Company Parent Guarantor or any of its Subsidiaries (it being understood that Permitted Business Combination Entities shall be deemed to be Affiliates for these purposes), other than the Parent Guarantor or any of its Subsidiaries (other than the Permitted Business Combination Entities) (an “Affiliate Transaction”) unless (i) such Affiliate Transaction is approved by the terms Board of Directors of the Parent Guarantor and, in the case of Affiliate Transactions involving aggregate consideration in excess of US$15.0 million, the Parent Guarantor shall have obtained a favorable opinion as to the fairness of such Affiliate Transaction to the Parent Guarantor and any such Subsidiary, as applicable, from an independent financial advisor prior to the consummation thereof, and (ii) the terms of the Affiliate Transaction are not materially no less favorable to the Company Parent Guarantor or such Restricted Subsidiary, as the case may be, any of its Subsidiaries than those that could be obtained at the time of the Affiliate Transaction in a transaction arm’s length dealings with a Person person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate TransactionAffiliate. (b) The following transactions will be deemed to not be Affiliate Transactions, and therefore will not be subject to the provisions of Section 412(a) will not apply to: this covenant: (i) the issuance of Qualified Capital Stock to Affiliates of the Parent Guarantor or any Restricted Payment Transaction, of its Subsidiaries, (1ii) the entering into, maintaining or performance of any employment contractagreement, confidentiality agreement, non-competition agreement, incentive plan, employee stock option agreement, long-term incentive plan, profit sharing plan, employee benefit plan, indemnification agreement, union agreement, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement entered into with or for or with the benefit of any employee, officer officer, director or director heretofore consultant by the Parent Guarantor or hereafter any of its Subsidiaries in the ordinary course of business and payments pursuant thereto, (iii) transactions with customers, clients, suppliers or purchasers or sellers of goods or services in the ordinary course of business or transactions with joint ventures, alliances or alliance members entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) transactions between or among the Parent Guarantor and/or its Subsidiaries or transactions between a Receivables Subsidiary and any transaction arising out of agreements or instruments Person in existence on which the Issue DateReceivables Subsidiary has an Investment, and any payments made pursuant thereto, (v) upon and after the occurrence of a Permitted Change of Control Effective Date, any Permitted Group Transaction; provided that any transaction involving both a Permitted Business Combination Entity and an Azul Group Entity shall only be permitted if such transaction is described by clause (b)(v) or if such transaction is in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction compliance with a Person who is not an Affiliate of the Company, clause (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereofa), and all fees and expenses paid or payable in connection with the Transactions.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (each, an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tounless: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business Affiliate Transaction is on terms not materially that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, a Person who is not resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company,. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph of this Section 4.11: (vi1) any transaction employment, equity award, equity option or equity appreciation agreement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (2) transactions between or among any of the Company and its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person; (4) transactions effected in accordance with the terms of agreements that are identified in Schedule I to this Indenture, as such agreements are in effect on the date of this Indenture, and any amendment or replacement of any of such agreements so long as such amendment or replacement agreement is no less advantageous to the Company and its Restricted Subsidiaries in any material respect than the agreement so amended or replaced; (5) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (6) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company; (7) Permitted Investments or Restricted Payments that are permitted by Section 4.07; (8) payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on the date of this Indenture and as it may be amended, provided that any such amendment is not less favorable to the Company in any material respect than the agreement prior to such amendment; and (9) in the case of contracts for the purchase or sale of Hydrocarbons or activities or services reasonably related thereto, or approved other operational 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 a majority of the Board of Directors, between the Company or any of its Restricted Subsidiary and any Affiliate of Subsidiaries with third parties or otherwise on terms not materially less favorable to the Company controlled by the Company and its Restricted Subsidiaries than those that is would be available in a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection transaction with the Transactionsan unrelated third party.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) such Affiliate Transaction is entered into in good faith and the terms of such Affiliate Transaction are not materially less favorable are, taken as a whole, fair and reasonable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 25.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness the Company or such Restricted Subsidiary receives an opinion is provided by in customary form from a nationally recognized appraisal or investment banking firm with respect to the effect that such Affiliate TransactionTransaction is fair to the Company or such Restricted Subsidiary from a financial point of view. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction,; (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), or (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof,thereof (or in reimbursement of any expenses referred to in the definition of such term); (iii) any transaction with with, including an Investment in, the Company, Company or any Restricted Subsidiary, or any Receivables Entity,; (iv) any transaction arising out of and any payments made pursuant to agreements or instruments in existence on the Issue DateDate (other than any Tax Sharing Agreement referred to in Section 412(b)(vi)), including, without limitation, the Transaction Documents, and any payments made pursuant thereto,as the same may be amended, modified, supplemented or replaced from time to time so long as such amendment, modification, supplement or replacement is not materially more disadvantageous to the Holders than the original agreement or instrument as in effect on the Issue Date; (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity; (vi) the execution, anddelivery and performance of any Tax Sharing Agreement; (vii) any issuance or sale of Equity Interests (other than Disqualified Stock) of the Transactions, all transactions Company (and the granting of registration rights or other customary rights in connection therewith (including but not limited therewith) or capital contribution to the financing thereof)Company; (viii) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, where such Affiliates hold less Indebtedness or Equity Interests than non-Affiliates and all fees such Affiliates receive the same consideration as non-Affiliates in such transactions; (ix) any transaction with any Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; (x) transactions between the Company or any Restricted Subsidiary and expenses paid or payable any Special Purpose Subsidiary in connection with a Financing Disposition or a Special Purpose Financing, provided that such transactions are not otherwise prohibited by this Indenture; (xi) transactions exclusively between or among the TransactionsCompany and any of its Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (xii) transactions involving aggregate consideration not to exceed $1.0 million; (xiii) payments by the Company or any Restricted Subsidiary to any Permitted Holder or any of its affiliates for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisition or divestitures, which payments are approved by a majority of the members of the Board of Directors; and (xiv) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business or that are on terms at least as favorable to the Company and its Restricted Subsidiaries as might reasonably have been obtained at such time from an unaffiliated party, or that are considered fair to the Company and its Restricted Subsidiaries in the view of a majority of the members of the Board of Directors or the senior management of the Company.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a6.10(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a6.10(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a6.10(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereofthereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction with between or among any of the Company, any one or more Restricted SubsidiarySubsidiaries, or any Receivables Entityone or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Issue DateDate (including, without limitation, the Tax Sharing Agreement), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Transactions, all transactions in connection therewith (including but not limited Company or capital contribution to the financing thereof), and all fees and expenses paid or payable in connection with the TransactionsCompany.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary of its Recourse Subsidiaries to, directly or indirectly, enter into or conduct engage in any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless involving aggregate payments or consideration in excess of $10,000,000, unless: (i) the terms of such Affiliate Transaction transaction are not materially less favorable when taken as a whole to the Company or such Subsidiary as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm’s-length dealings with an unrelated third Person, and (ii) to the extent that such transaction (other than Indebtedness issued by the Company which is permitted under Section 11.2) is known by the Board of Directors of the Company to involve an Affiliate of the Company, other than any purchase or sale of inventory in the ordinary course of business, involving aggregate payments or other consideration in excess of $20,000,000, such transaction has been approved (and the value of any noncash consideration has been determined) by all of the independent members of the Board of Directors of the Company and the Company delivers to the Administrative Agent a certificate executed by a Responsible Officer evidencing such approval (provided that if no member of the Board of Directors of the Company is independent, the Company may deliver to the Administrative Agent a letter from a nationally recognized investment banking firm stating that the financial terms of such transaction are fair to the Company from a financial point of view or meets the requirements of Section 11.10(a)(i)). (b) Nothing contained in this Section 11.10 shall prohibit: (i) the Company from making Restricted SubsidiaryPayments permitted by Section 11.7; (ii) any transaction under the Company Tax Sharing Agreement; (iii) [Intentionally Omitted.] (iv) any transaction with an officer, director, manager, employee or consultant of the Company, of Parent or of any Subsidiary of the Company (including compensation or employee benefit arrangements with any such officer, director, manager, employee or consultant in the ordinary course of business); (v) any business or transaction with a Permitted Joint Venture between the Company or any of its Subsidiaries, on the one hand, and a third party that is not directly or indirectly controlled by an Affiliate of the Company, on the other hand; (vi) any transaction pursuant to which a Parent or any Affiliate of the Company will provide the Company and its Subsidiaries at their request and at the cost to such Parent or such Affiliate with certain allocated services, including services to be purchased from third party providers, such as legal and accounting services, tax, consulting, financial advisory, corporate governance, insurance coverage and other services; (vii) payments by the Company or a Subsidiary of the Company to a Parent or any Affiliate of the Company for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Company in good faith; (viii) [Intentionally Omitted.]; (ix) transactions in which the Company or any Recourse Subsidiary of the Company, as the case may be, than those delivers to the Administrative Agent a letter from a nationally recognized investment banking firm stating that could be obtained at such transaction is fair to the time in Company or such Subsidiary from a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess financial point of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied view or meets the requirements set forth in this of Section 412(a) if 11.10(a)(i); (x) such Affiliate Transaction is approved investments by a majority Parent or any Affiliate of the Disinterested Directors or Company in securities (yother than Capital Stock) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Recourse Subsidiaries so long as (as determined in good faith i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment to be held by the Company such Parent or such Subsidiary), Affiliate constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities; (4xi) any transaction with an officer Affiliate in which the consideration paid by the Company or director any Recourse Subsidiary of the Company consists only of Capital Stock of Revlon (other than Redeemable Stock or Exchangeable Stock); (xii) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services that are Affiliates, in each case, in the ordinary course of business not involving more than $100,000 and otherwise in any one case, or (5) Management Advances compliance with the terms of this Agreement that are fair to the Company and payments in respect thereof, (iii) any transaction with the Recourse Subsidiaries of the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority good faith determination of the Board of DirectorsDirectors or the senior management of the Company, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (xiii) [Intentionally Omitted.]; (xiv) any transaction contemplated by Section 11.7 (v) or Section 11.7 (vi); and (xv) any transaction between the Company or any Restricted a Subsidiary and any Affiliate of the Company controlled by and its own employee stock ownership plan and the issuance or transfer of Non-Convertible Capital Stock of the Company that is a joint venture to Revlon or similar entityto any director, and manager, officer, employee or consultant of the Company, its Subsidiaries or any direct or indirect parent company thereof (vii) the Transactionsor their estates, all transactions in connection therewith (including but not limited to the financing thereofspouses or former spouses), and all fees and expenses paid or payable in connection with the Transactions.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereofthereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction with between or among any of the Company, any one or more Restricted SubsidiarySubsidiaries, or any Receivables Entityone or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Issue DateDate (including, without limitation, the Tax Sharing Agreement), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Transactions, all transactions in connection therewith (including but not limited Company or capital contribution to the financing thereof), and all fees and expenses paid or payable in connection with the TransactionsCompany.

Limitation on Transactions with Affiliates. (a) The Company will notEnter into any transaction, and will not permit including any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or Property, the rendering of any service) service or the payment of any management, advisory or similar fees, with any Affiliate of (other than the Company (an “Affiliate Transaction”Borrower or any Guarantor) unless such transaction is (ia) otherwise expressly permitted under this Agreement or (b) in the ordinary course of business and (in each case under clause (a) or (b)) upon fair and reasonable terms of such Affiliate Transaction are not materially no less favorable to the Company or such Restricted SubsidiaryParent, as the case may be, than those that could be obtained at the time it would obtain in a comparable arm's length transaction with a Person who that is not such an Affiliate and Affiliate, except (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 millionto the extent not otherwise restricted by this Agreement, the Indentures or the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a)Parent's preferred stock, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth which are then in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: effect): (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, employee benefit plan, program or arrangement, related trust officer and director indemnification agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into by the Parent in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, ; (2ii) any transaction solely between the Parent and any Restricted Subsidiary; (iii) the payment of compensation, performance reasonable and customary regular fees and indemnity payments to directors of indemnification or contribution obligations, or the Parent who are not employees of the Parent and the payment of reasonable compensation and indemnity payments to officers of the Parent; (iv) any issuance, grant or award of stock, options, other equity-related interests payments or other securities, transactions pursuant to employees, officers any tax-sharing agreement between the Parent and any Person with which the Parent files a consolidated tax return or directors with which the Parent is part of a consolidated group for tax purposes; (v) any payment or Investment or payment permitted by Section 8.3; (vi) any agreement among the Parent and its Restricted Subsidiaries existing and as in effect on the Closing Date (provided that any such agreement may be amended or modified to the extent that the interests of the Parent and the Lenders are not materially and adversely affected thereby); (vii) payments under the agreements set forth on Schedule 8.6 in the ordinary course of business, (3) the payment of reasonable fees Parent's business and on terms no less favorable to directors of the Company or any of its Subsidiaries (as determined Parent than would have been obtained in good faith by the Company or such Subsidiary), (4) any a comparable arm's length transaction with a Person that is not an officer Affiliate; (viii) loans or director advances to employees in the ordinary course of the Parent's business not involving more than to exceed in aggregate $100,000 in 3,000,000 at any one case, or time outstanding; and (5) Management Advances and payments in respect thereof, (iiiix) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out issuance of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate Capital Stock of the Company, (vi) Parent to any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionsits Affiliates.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including including, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “"Affiliate Transaction”") unless such Affiliate Transaction is on terms (i) the terms of such Affiliate Transaction that are not materially no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in a transaction arm's-length dealings with a Person who is not such an Affiliate and Affiliate, (ii) if that, in the event that such Affiliate Transaction involves an aggregate consideration amount in excess of $15.0 5.0 million, the terms of such Affiliate Transaction (1) are set forth in writing and (2) have been approved by a majority of the Disinterested Directors. For purposes members of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth Governing Board of the Company having no personal stake in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or and (yiii) that, in the event there are no Disinterested Directorsthat such Affiliate Transaction involves an amount in excess of $20.0 million, a fairness opinion is provided have been determined by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transactionbe fair, from a financial standpoint, to the Company and its Restricted Subsidiaries. (b) The provisions of Section 412(a4.07(a) will shall not apply to: prohibit (i) any Restricted Payment Transaction, or Permitted Investment permitted to be paid pursuant to Section 4.04, (1ii) 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 approved by the Governing Board of the Company, (iii) the entering intogrant of stock options or similar rights to employees and directors of the Company pursuant to plans approved by the Governing Board of the Company, maintaining (iv) loans or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into advances to employees in the ordinary course of businessbusiness in accordance with past practices of the Company, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangementsbut in any event not to exceed $10.0 million in the aggregate outstanding at any one time, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3v) the payment of reasonable fees to directors of the Company or any of and its Subsidiaries (as determined in good faith by who are not employees of the Company or such Subsidiary)its Subsidiaries, (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, (vii) amounts payable to Dex Media pursuant to the management agreement as in effect on the Closing Date on the terms described in the ordinary course Offering Memorandum or pursuant to any amendment, restatement or replacement thereof to the extent that the terms of businessany such amendment, restatement or replacement are not, taken as a whole, disadvantageous to the Holders in any material respect, provided that any payments pursuant to this clause (vii) with respect to management fees shall not exceed $2.0 million in any fiscal year, plus all reasonable out-of-pocket expenses incurred by Dex Media in connection with its performance of management, consulting, monitoring, financial advisory or other services with respect to the Company and its Restricted Subsidiaries, (viii) any transaction with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in compliance with the terms of this Indenture, which are fair to the Company or its Restricted Subsidiaries, in the reasonable good faith determination of the Governing Board or its senior management, or approved are on terms at least as favorable as could reasonably have been obtained at such time from an unaffiliated party, (ix) the existence of, or the performance by a majority of the Board of Directors, between the Company or any of its Restricted Subsidiary Subsidiaries of its obligations under the terms of, any agreements with Dex Media West or Dex Media that are described in the Offering Memorandum under the heading "The Transactions-Agreements between us and Dex Media West and/or Dex Media" to which it is a party as of the closing date of the Dex Media West Acquisition on the terms described in the Offering Memorandum and any Affiliate of amendments thereto and any similar agreements which it may enter into thereafter; provided, however, that the Company controlled existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under, any future amendment to such agreements or under any such similar agreements shall only be permitted by this clause (ix) to the extent that is the terms of any such amendment or new agreement, taken as a joint venture whole, are not disadvantageous to the Holders in any material respect, or similar entity, and (viix) the Transactions, all transactions in connection therewith (including but not limited sale of receivables on substantially the terms that receivables are purchased by Qwest Corporation pursuant to the financing thereof), billing and all fees collections services agreement as in effect on the Closing Date and expenses paid or payable as described in connection with the TransactionsOffering Memorandum.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (each, an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tounless: (i) any Restricted Payment Transaction, (1) the entering intoAffiliate Transaction is on terms, maintaining or performance of any employment contracttaken as a whole, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (ii) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, 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 of the Company or the Company’s Conflicts Committee (or other committee serving a similar function). (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a): (i) any employment, severance, employee benefit, director or officer indemnification, equity award, equity option or equity appreciation or other compensation agreement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments, awards, grants or issuances of securities pursuant thereto; (ii) transactions between or among any of the Company and its Restricted Subsidiaries; (iii) transactions with a Person who that is not an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or otherwise controls, such Person; (iv) transactions effected in accordance with the terms of (a) agreements described in the annual report on Form 10-K of the Company for the fiscal year ended December 31, 2023 under the caption “Transactions with Related Persons” or in note 15 to the Company,’s audited historical financial statements included in such annual report, in each case, as such agreements are in effect on the Issue Date, (b) any amendment or replacement of any of such agreements or (c) any agreements entered into hereafter that are similar to any of 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 agreement referred to in the preceding clause (a), respectively; (v) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (vi) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company, or receipt by the Company of capital contributions from holders of its Equity Interests; (vii) Permitted Investments or Restricted Payments that are permitted by Section 4.07; (viii) payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on the Issue Date and as it may be amended, modified or supplemented from time to time, so long as any transaction such amendment, modification or supplement is no less favorable to the Company in any material respect than the agreement prior to such amendment, modification or supplement; (ix) in the case of contracts for gathering, transporting, treating, processing, marketing, distributing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary and third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, then the terms are no less favorable than those available from third parties on an arm’s-length basis; (x) (a) guarantees by the Company or any of its Restricted Subsidiaries of performance of obligations of Unrestricted Subsidiaries or Joint Ventures in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and (b) pledges by the Company or any Restricted Subsidiary of Capital Stock in Unrestricted Subsidiaries or Joint Ventures for the benefit of lenders or other creditors of Unrestricted Subsidiaries or Joint Ventures as contemplated by clause (9) of the definition of “Permitted Liens” with respect to clause (b) so long as any such transaction, if involving aggregate consideration in excess of $25.0 million, has been approved by a majority of the disinterested members of the Board of DirectorsDirectors of the Company; (xi) transactions between the Company and any Person, between a director of which is also a director of the General Partner or, if applicable, the Company; provided, however, that such director abstains from voting as a director of the General Partner or, if applicable, the Company on any matter involving such other Person; and (xii) any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary and any Affiliate from a financial point of view or that such transaction meets the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereofrequirements of Section 4.11(a), and all fees and expenses paid or payable in connection with the Transactions.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including including, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “"Affiliate Transaction”") unless such Affiliate Transaction is on terms (i) the terms of such Affiliate Transaction that are not materially no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in a transaction arm's-length dealings with a Person who is not such an Affiliate and Affiliate, (ii) if that, in the event that such Affiliate Transaction involves an aggregate consideration amount in excess of $15.0 5.0 million, the terms of such Affiliate Transaction (1) are set forth in writing and (2) have been approved by a majority of the Disinterested Directors. For purposes members of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth Governing Board of the Company having no personal stake in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or and (yiii) that, in the event there are no Disinterested Directorsthat such Affiliate Transaction involves an amount in excess of $20.0 million, a fairness opinion is provided have been determined by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transactionbe fair, from a financial standpoint, to the Company and its Restricted Subsidiaries. (b) The provisions of Section 412(a4.07(a) will shall not apply to: prohibit (i) any Restricted Payment Transaction, or Permitted Investment permitted to be paid pursuant to Section 4.04, (1ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise 39 pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Governing Board of the Company, (iii) the entering intogrant of stock options or similar rights to employees and directors of the Company pursuant to plans approved by the Governing Board of the Company, maintaining (iv) loans or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into advances to employees in the ordinary course of businessbusiness in accordance with past practices of the Company, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangementsbut in any event not to exceed $10.0 million in the aggregate outstanding at any one time, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3v) the payment of reasonable fees to directors of the Company or any of and its Subsidiaries (as determined in good faith by who are not employees of the Company or such Subsidiary)its Subsidiaries, (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, (vii) amounts payable to Dex Media pursuant to the management agreement as in effect on the Closing Date on the terms described in the ordinary course Offering Memorandum or pursuant to any amendment, restatement or replacement thereof to the extent that the terms of businessany such amendment, restatement or replacement are not, taken as a whole, disadvantageous to the Holders in any material respect, provided that any payments pursuant to this clause (vii) with respect to management fees shall not exceed $2.0 million in any fiscal year, plus all reasonable out-of-pocket expenses incurred by Dex Media in connection with its performance of management, consulting, monitoring, financial advisory or other services with respect to the Company and its Restricted Subsidiaries, (viii) any transaction with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in compliance with the terms of this Indenture, which are fair to the Company or its Restricted Subsidiaries, in the reasonable good faith determination of the Governing Board or its senior management, or approved are on terms at least as favorable as could reasonably have been obtained at such time from an unaffiliated party, (ix) the existence of, or the performance by a majority of the Board of Directors, between the Company or any of its Restricted Subsidiary Subsidiaries of its obligations under the terms of, any agreements with Dex Media West or Dex Media that are described in the Offering Memorandum under the heading "The Transactions-Agreements between us and Dex Media West and/or Dex Media" to which it is a party as of the closing date of the Dex Media West Acquisition on the terms described in the Offering Memorandum and any Affiliate of amendments thereto and any similar agreements which it may enter into thereafter; provided, however, that the Company controlled existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under, any future amendment to such agreements or under any such similar agreements shall only be permitted by this clause (ix) to the extent that is the terms of any such amendment or new agreement, taken as a joint venture whole, are not disadvantageous to the Holders in any material respect, or similar entity, and (viix) the Transactions, all transactions in connection therewith (including but not limited sale of receivables on substantially the terms that receivables are purchased by Qwest Corporation pursuant to the financing thereof), billing and all fees collections services agreement as in effect on the Closing Date and expenses paid or payable as described in connection with the TransactionsOffering Memorandum.

Limitation on Transactions with Affiliates. (a) The Company will DIMAC Holdings shall not, and will not permit any shall cause each of its Restricted Subsidiary toSubsidiaries to not, directly or indirectly, enter into or conduct permit to exist any transaction or series of related transactions that are similar or part of a common plan (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with with, or for the benefit of, any Affiliate of the Company their respective Affiliates (each an “Affiliate Transaction”) "AFFILIATE TRANSACTION"), unless (i) the terms of such Affiliate Transaction are not materially no less favorable to DIMAC Holdings or the Company or such applicable Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in a transaction arm's-length dealings with a Person who is not such an Affiliate and Affiliate, (ii) if in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $15.0 million1,000,000, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes members of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved Board of Directors of DIMAC Holdings and by a majority of the Disinterested disinterested members of such Board of Directors, if any (and such majority or majorities, as the case may be, determines pursuant to a resolution of such Board of Directors or that such Affiliate Transaction satisfies the criterion in clause (yi) of this paragraph (a)); and (iii) in the event there are no Disinterested Directorssuch Affiliate Transaction involves an aggregate amount in excess of $5,000,000, DIMAC Holdings has received a fairness written opinion is provided by a nationally recognized appraisal or from an independent investment banking firm with respect to of nationally recognized standing that such Affiliate TransactionTransaction is fair to DIMAC Holdings or such Restricted Subsidiary, as the case may be, from a financial point of view. (b) The provisions of paragraph (a) of this Section 412(a) 4.11 will not apply to: prohibit (i) any Restricted Payment Transaction, (1as defined in the DIMAC Operating Indenture as in effect on the Initial Issue Date) permitted to be paid pursuant to Section 4.7 (and in the case of Permitted Investments (as defined in the DIMAC Operating Indenture as in effect on the Initial Issue Date), only those described in clauses (v), (vi) and (ix) of the definition of Permitted Investments (as set forth in the DIMAC Operating Indenture as in effect on the Initial Issue Date)), (ii) the entering into, maintaining or performance of the obligations of DIMAC Holdings or any of its Restricted Subsidiaries under any employment contract, collective bargaining agreement, employee benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2iii) the payment of compensationcompensation to, performance of indemnification or contribution obligationsand indemnity provided on behalf of, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers officers, directors or directors consultants (excluding under the Advisory Services Agreement) in the ordinary course of business, (3iv) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director maintenance in the ordinary course of business not involving more than $100,000 in any one caseof benefit programs or arrangements for employees, officers or (5) Management Advances directors, including vacation plans, health and payments in respect thereof, (iii) any transaction with the Companylife insurance plans, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Datedeferred compensation plans, and any payments made pursuant thereto, retirement or savings plans and similar plans, (v) any transaction in the ordinary course between DIMAC Holdings or any of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, its Wholly-Owned Subsidiaries, (vi) any transaction the payment of fees and expenses under the Advisory Services Agreement as in effect on the ordinary course of business, Initial Issue Date or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited payments by DIMAC Operating and any of its Restricted Subsidiaries pursuant to the financing thereof), and all fees and expenses paid Tax Sharing Agreement (viii) the issuance or payable in connection with the Transactionssale of any Capital Stock (other than Disqualified Capital Stock) of DIMAC Operating.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 25.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former employee, officer or director or consultant of or to the Company, any Restricted Subsidiary or any Parent heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans or any issuance, grant or award of stock, options, other equity-related interests or other securities, to any such employees, officers officers, directors or directors consultants in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries or any Parent (as determined in good faith by the Company Company, such Subsidiary or such SubsidiaryParent), (4) any transaction with an officer or director of the Company or any of its Subsidiaries or any Parent in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereofthereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction with between or among any of the Company, any one or more Restricted SubsidiarySubsidiaries, or any Receivables Entityone or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Issue DateDate (other than any Tax Sharing Agreement or Investment Agreement referred to in Section 412(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Company and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Company, or are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and, (vii) (1) the execution, delivery and performance of any Tax Sharing Agreement and any Investment Agreements, and (2) payments to CD&R or any of its Affiliates (w) of fees of $25.0 million in the aggregate, plus out-of-pocket expenses, in connection with the Transactions, (x) for any management consulting, financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, of up to $5.0 million in any fiscal year (or such other amount as may be approved by a majority of the Disinterested Directors), (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Investment Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Company or any capital contribution to the Company, and (x) any investment by any CD&R Investor in securities of the Company or any of its Restricted Subsidiaries so long as (i) such securities are being offered generally to other investors on the same or more favorable terms and (ii) such investment by all CD&R Investors constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) such Affiliate Transaction is entered into in good faith and the terms of such Affiliate Transaction are not materially less favorable are, taken as a whole, fair and reasonable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 25.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness the Company or such Restricted Subsidiary receives an opinion is provided by in customary form from a nationally recognized appraisal or investment banking firm with respect to the effect that such Affiliate TransactionTransaction is fair to the Company or such Restricted Subsidiary from a financial point of view. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction,; (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), or (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof,thereof (or in reimbursement of any expenses referred to in the definition of such term); (iii) any transaction with with, including an investment in, the Company, any Restricted Subsidiary, or any Receivables Special Purpose Entity,; (iv) any transaction arising out of agreements or instruments in existence on the Issue DateDate and listed on Exhibit G hereto (other than any Tax Sharing Agreement referred to in Section 412(b)(vi)), and any payments made pursuant thereto,; (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity; (vi) the execution, anddelivery and performance of any Tax Sharing Agreement; (vii) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Transactions, all transactions in connection therewith (including but not limited Company or capital contribution to the financing thereof)Company; (viii) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital Stock of the Company or any of its Subsidiaries, where such Affiliates hold less Indebtedness or Capital Stock than non-Affiliates and all fees such Affiliates receive the same consideration as non-Affiliates in such transactions; (ix) any transaction with any Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; and (x) transactions exclusively between or among the Company and expenses paid or payable in connection with the Transactionsany of its Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (each, an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tounless: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business Affiliate Transaction is on terms not materially that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, a Person who is not an Affiliate resolution of the Company,Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph of this Section 4.11: (vi1) any transaction employment, equity award, equity option or equity appreciation agreement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (2) transactions between or among any of the Company and its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person; (4) transactions effected in accordance with the terms of (a) corporate sharing agreements that are with Crosstex Energy, Inc. and its Subsidiaries with respect to general overhead and other administrative matters and (b) other agreements that are identified in Schedule I to this Indenture, in each case as such agreements are in effect on the date of this Indenture, and any amendment or replacement of any of such agreements so long as such amendment or replacement agreement is no less advantageous to the Company in any material respect than the agreement so amended or replaced; (5) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (6) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company; (7) Permitted Investments or Restricted Payments that are permitted by Section 4.07; (8) payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on the date of this Indenture and as it may be amended, provided that any such amendment is not less favorable to the Company in any material respect than the agreement prior to such amendment; and (9) in the case of contracts for gathering, transporting, treating, processing, marketing, distributing, storing or otherwise handling Hydrocarbons, or approved activities or services reasonably related or ancillary thereto, or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionsthird parties.

Limitation on Transactions with Affiliates. (a) The Company Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into into, renew or conduct extend any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the Issuer, except upon fair and reasonable terms of such Affiliate Transaction are not materially no less favorable to the Company or such Restricted Subsidiary, as the case may be, Issuer than those that could be obtained obtained, at the time of such transaction or at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person who that is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 millionAffiliate, provided, that the terms of such Affiliate Transaction have been approved by a majority of foregoing restriction does not limit or apply to the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tofollowing: (i) any Restricted Payment Transaction,transaction in connection with the establishment of the Issuer, its initial capitalization and the acquisition of its initial Portfolio or pursuant to the terms of the Operative Agreements; (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3ii) the payment of reasonable and customary regular fees to directors to, and the provision of reasonable and customary liability insurance in respect of, the managers/members of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof,Issuer; (iii) any transaction payments on or with respect to the Securities or otherwise in accordance with the Company, any Restricted Subsidiary, or any Receivables Entity,Flow of Funds; (iv) any transaction arising out acquisition of agreements Additional Railcars or instruments in existence on the Issue Date, and any payments made pursuant thereto,Permitted Railcar Acquisition or Permitted Railcar Disposition complying with Section 5.03; (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate payments of the Company,types referred to in clause (i) or (ii) of Section 5.02(d) and not prohibited thereunder; (vi) any the sale of Portfolio Railcars as part of a single transaction providing for the redemption or defeasance of Securities in accordance with the ordinary course terms of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, andthis Master Indenture; (vii) the Transactions, all transactions in connection therewith (including but not limited sale of the Class E Certificates to the financing thereof), and all Initial Holder; (viii) the sale of the Subordinated Notes to the Member; or (ix) the payment of fees and expenses paid to TILC as contemplated by any applicable Service Provider Agreement. (i) Limitation on the Issuance, Delivery and Sale of Equity Interests. Except as expressly permitted by its LLC Agreement, the Issuer will not (1) issue, deliver or payable in connection sell any Stock or (2) sell, directly or indirectly, or issue, deliver or sell, any Stock, except for the following: (A) issuances or sales of any additional membership interests to the Member (the “Permitted Holder”); or (B) contributions, including Capital Contributions, by the Permitted Holder of funds to the Issuer (x) with which to effect a redemption or discharge of the Securities upon any acceleration of the Securities or (y) as otherwise contemplated by this Master Indenture, an Asset Transfer Agreement or the LLC Agreement. In accordance with the TransactionsLLC Agreement, no issuance, delivery, sale, transfer or other disposition of any membership interest in the Issuer (or other interest in the Issuer treated as equity for U.S. federal income tax purposes) will be effective, and any such issuance, delivery, sale transfer or other disposition will be void ab initio, if it would result in the Issuer being classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes or if the Issuer would be required to withhold on any distributions or allocations to its equity holders under Sections 871, 881, 1441, 1442, 1445, 1446, 1471 or 1472 of the Code. In addition, any such issuance, delivery, sale, transfer or other disposition of any membership interest in the Issuer, other than to a Permitted Holder, will require Rating Agency Confirmation.

Limitation on Transactions with Affiliates. (a) The Company Borrower will not, and will not permit any Material Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $20.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 50.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Board of Directors. For purposes of this Section 412(a)paragraph, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(asubsection 7.6(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(asubsection 7.6(a) will not apply to: (i) any Restricted Payment Transaction,; (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer officer, director or director consultant of or to the Borrower, any Restricted Subsidiary or any Parent heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans, in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity-related interests or other securities, to any such management members, employees, officers officers, directors or directors in the ordinary course of businessconsultants, (34) the payment of reasonable fees to directors of the Company Borrower or any of its Subsidiaries or any Parent (as determined in good faith by the Company Borrower, such Subsidiary or such SubsidiaryParent), (45) any transaction with an officer or director of the Borrower or any of its Subsidiaries or any Parent in the ordinary course of business not involving more than $100,000 in any one case, or (56) Management Advances and payments in respect thereof,thereof (or in reimbursement of any expenses referred to in the definition of such term); (iii) any transaction with between or among any of the CompanyBorrower, any one or more Restricted SubsidiarySubsidiaries, or any Receivables Entity,one or more Special Purpose Entities; (iv) any transaction arising out of agreements or instruments in existence on the Issue DateRestatement Effective Date (other than any Tax Sharing Agreement or Management Agreement referred to in subsection 7.6(b)(vii)), and any payments made pursuant thereto,; (v) any transaction in the ordinary course of business on terms that are fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not materially less favorable to the Company Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company,Borrower; (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company Borrower or any Restricted Subsidiary and any Affiliate of the Company Borrower controlled by the Company Borrower that is a joint venture or similar entity, and; (vii) (1) the execution, delivery and performance of any obligations under any Tax Sharing Agreement and any Management Agreements, and (2) payments to CD&R or KKR or any of their respective Affiliates (x) for any management, consulting or advisory services, or in respect of financing, underwriting or placement services or other investment banking activities (if any), (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities; (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of CD&R, KKR and their respective Affiliates; (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower or Junior Capital or any capital contribution to the Borrower; and (x) any investment by any Investor in securities of the Borrower or any of its Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by any Investor in connection therewith) so long as such securities are being offered generally to other investors on the same or more favorable terms.

Limitation on Transactions with Affiliates. (a) The Company Borrower will not, and will not permit any Material Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $20.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 50.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Board of Directors. For purposes of this Section 412(a)paragraph, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(asubsection 7.6(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(asubsection 7.6(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former employee, officer officer, director or director consultant of or to the Borrower, any Restricted Subsidiary or any Parent heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to any such employees, officers officers, directors or directors consultants in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company Borrower or any of its Subsidiaries or any Parent (as determined in good faith by the Company Borrower, such Subsidiary or such SubsidiaryParent), (4) any transaction with an officer or director of the Borrower or any of its Subsidiaries or any Parent in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereofthereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction with between or among any of the CompanyBorrower, any one or more Restricted SubsidiarySubsidiaries, and/or one or any Receivables Entitymore Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Issue DateClosing Date (other than any Tax Sharing Agreement or Management Agreement referred to in subsection 7.6(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not materially less favorable to the Company Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the CompanyBorrower, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company Borrower or any Restricted Subsidiary and any Affiliate of the Company Borrower controlled by the Company Borrower that is a joint venture or similar entity, and, (vii) (1) the execution, delivery and performance of any Tax Sharing Agreement and any Management Agreements, and (2) payments to CD&R or KKR or any of their respective Affiliates (x) for any management consulting, financial advisory, financing, underwriting or placement services or in respect of other investment banking activities or in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Management Agreements or are approved by a majority of the Board of Directors in good faith, and (y) of all out-of-pocket expenses incurred in connection with such services or activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower or Junior Capital or any capital contribution to the Borrower, and (x) any investment by any Investor in securities of the Borrower or any of its Restricted Subsidiaries so long as (i) such securities are being offered generally to other investors on the same or more favorable terms and (ii) such investment by all Investors constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property property, employee compensation arrangements or the rendering of any service) with with, or for the benefit of, any Affiliate of the Company (an “"Affiliate Transaction”") unless unless: (i1) the terms of such the Affiliate Transaction are not materially no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in a transaction arm's-length dealings with a Person who is not an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $10,000,000, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $50,000,000, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an Affiliate. (b) The provisions of Section 4.07(a) shall not prohibit: (1) any Investment (other than a Permitted Investment) or other Restricted Payment, in each case permitted to be made pursuant to Section 4.04; (2) any employment or consulting agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business or approved by the Board of Directors, and payments pursuant thereto; (3) loans or advances to employees in the ordinary course of business of the Company or its Restricted Subsidiaries, but in any event not to exceed $10,000,000 in the aggregate outstanding at any one time; (4) the payment of reasonable fees or other reasonable compensation to, or the provision of customary benefits or indemnification arrangements to, directors of the Company and its Restricted Subsidiaries; (5) any transaction with the Company, a Restricted Subsidiary or any Person that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary or Person; (6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company,; (vi7) any transaction agreement as in effect on the Issue Date and described in the Offering Memorandum or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable in any material respect to the Company or the Restricted Subsidiaries) and the transactions evidenced thereby; (8) the provision of services to directors or officers of the Company or any of its Restricted Subsidiaries of the nature provided by the Company or any of its Restricted Subsidiaries to customers in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, ; and (vii9) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionseffected as a part of a Qualified Receivables Transaction.

Limitation on Transactions with Affiliates. (a) The Company will Issuer shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property property, employee compensation arrangements or the rendering of any service) with any Affiliate Affiliate, officers or directors of the Company Issuer (an “"Affiliate Transaction”") unless (i) the terms of such Affiliate Transaction transaction are not materially no less favorable to the Company Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in a transaction arm's-length dealings with a Person who is not such an Affiliate and Affiliate; (ii) if in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $15.0 1.0 million, the terms of such Affiliate Transaction transaction are set forth in writing and shall have been approved by a majority of the Disinterested Directors. For purposes members of this Section 412(a), any the Board of Directors having no personal stake in such Affiliate Transaction shall be deemed to have satisfied (and such majority determines that such Affiliate Transaction satisfies the requirements set forth criteria in this Section 412(aclause (i) if above) and (xiii) in the event such Affiliate Transaction involves an aggregate amount in excess of $10 million, the Issuer has received a written opinion from a nationally recognized independent investment banking firm, or nationally recognized accounting or appraisal firm, that such Affiliate Transaction is approved by fair to the Issuer and its Restricted Subsidiaries from a majority financial point of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) view. The provisions of Section 412(a) will the foregoing paragraph shall not apply to: prohibit (i) any Restricted Payment Transaction, permitted to be made pursuant to Section 4.06, (1ii) 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 approved by the Board of Directors and otherwise permitted under this Indenture, (iii) the entering into, maintaining grant of stock options or performance similar rights to employees and directors of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into the Issuer in the ordinary course of businessbusiness pursuant to plans approved by the Board of Directors, including vacation, health, insurance, deferred compensation, severance, retirement, savings and otherwise permitted under this Indenture (iv) loans or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, advances to employees, officers or directors employees in the ordinary course of businessbusiness in accordance with the past practices of the Issuer or its Restricted Subsidiaries, but in any event not to exceed $1.0 million in the aggregate outstanding at any one time, (3v) the payment of reasonable fees to directors of the Company or any of Issuer and its Restricted Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business who are not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate employees of the Company, Issuer or its Restricted Subsidiaries, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company Issuer and a Wholly Owed Subsidiary or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture between Wholly Owned Subsidiaries or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionspayment of Investment Banking Fees.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “”Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 50.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereofthereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Special Purpose Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue DateDate (other than any Tax Sharing Agreement or Management Agreement referred to in Section 412(b)(vii), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and, (vii) the execution, delivery and performance of any Tax Sharing Agreement and any Management Agreements, including (1) payment to CDR, Carlyle or ML or any of their respective Affiliates of fees of up to $75.0 million in the aggregate, plus out-of-pocket expenses, in connection with the Transactions, and (2) payment to CDR, Carlyle or ML or any of their respective Affiliates of fees of up to $7.5 million in the aggregate in any fiscal year, and fees in connection with any acquisition, disposition, merger, recapitalization or similar transaction as provided in any such Management Agreement, plus all out-of-pocket expenses incurred by CDR, Carlyle or ML or any such Affiliate in connection with its performance of management consulting, monitoring, financial advisory or other services with respect to the Company and its Restricted Subsidiaries, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, and (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Company or capital contribution to the Company.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including including, without limitation, the sale, transfer, disposition, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with, or for the rendering benefit of, any of any serviceits Affiliates (other than Restricted Subsidiaries), except (a) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the on terms of such Affiliate Transaction that are not materially no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that which could be have been obtained at the time in a comparable transaction at such time from Persons who are not Affiliates of the Company, (b) with respect to a Person who is not transaction or series of related transactions involving aggregate payments or value equal to or greater than $2,000,000 the Company shall have delivered an Officer’s Certificate to the Trustee certifying that such an Affiliate transaction or transactions comply with the preceding clause (a), and (iic) if with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $5,000,000, such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction transaction or transactions shall have been approved by a majority of the Disinterested DirectorsMembers of the Board of Directors of the Company. For purposes of this Section 412(a)Notwithstanding the foregoing, any Affiliate Transaction shall be deemed to have satisfied the requirements restrictions set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will 10.11 shall not apply to: to (i) transactions with or among the Company and the Restricted Subsidiaries of the Company, (ii) customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter Subsidiary entered into in the ordinary course of business, including vacation(iii) any dividends, health, insurance, deferred compensation, severance, retirement, savings payments or other similar plans, programs or arrangementsinvestments made in compliance with Section 10.09, (2iv) loans and advances to officers, directors and employees of the payment of compensation, performance of indemnification or contribution obligations, Company or any issuanceRestricted Subsidiary for travel, grant or award of stockentertainment, optionsmoving and other relocation expenses, other equity-related interests or other securities, to employees, officers or directors in each case made in the ordinary course of business, (3v) the payment incurrence of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary)intercompany Indebtedness which constitutes Permitted Indebtedness, (4vi) any transaction with an officer transactions pursuant to agreements in effect on the Issue Date, (vii) the purchase of equipment for its Fair Market Value from Terex Corporation or director its Affiliates in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances of each of Terex Corporation and payments in respect thereof, (iii) any transaction with the Company, (viii) any Restricted Subsidiarysale, conveyance or other transfer of assets customarily transferred in a Securitization Transaction to a Special Purpose Vehicle, (ix) transactions with customers, clients, suppliers, joint venture partners, joint ventures, including their members or partners, or any Receivables Entity, (iv) any transaction arising out purchasers or sellers of agreements goods or instruments services, in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction each case in the ordinary course of business on business, including pursuant to joint venture agreements, and otherwise in compliance with the terms not of this Indenture which are, in the aggregate (taking into account all the costs and benefits associated with such transactions), materially no less favorable to the Company or the relevant applicable Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or that Restricted Subsidiary with a Person who is not an Affiliate unrelated person or entity, in the good faith determination of the Company, (vi) any transaction in the ordinary course ’s Board of businessDirectors or its senior management, or approved by a majority of the Board of Directorsare on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, between the Company and (x) transactions described in, or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entitypermitted by, and clauses (vii) and (x) of the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionsfinal paragraph of Section 10.09.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including including, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “"Affiliate Transaction”") unless such Affiliate Transaction is on terms (i) the terms of such Affiliate Transaction that are not materially no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in a transaction arm's-length dealings with a Person who is not such an Affiliate and Affiliate, (ii) if that, in the event that such Affiliate Transaction involves an aggregate consideration amount in excess of $15.0 5.0 million, the terms of such Affiliate Transaction (1) are set forth in writing and (2) have been approved by a majority of the Disinterested Directors. For purposes members of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth Governing Board of the Company having no personal stake in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or and (yiii) that, in the event there are no Disinterested Directorsthat such Affiliate Transaction involves an amount in excess of $20.0 million, a fairness opinion is provided have been determined by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transactionbe fair, from a financial standpoint, to the Company and its Restricted Subsidiaries. (b) The provisions of Section 412(a4.07(a) will shall not apply to: prohibit (i) any Restricted Payment Transaction, or Permitted Investment permitted to be paid pursuant to Section 4.04, (1ii) 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 approved by the Governing Board of the Company, (iii) the entering into, maintaining grant of stock options or performance similar rights to employees (including employees of any employment contract, collective bargaining agreement, benefit plan, program Dex Media East or arrangement, related trust agreement Employee Subco that provide services to the Company or any other similar arrangement for Restricted Subsidiary) and directors of the Company pursuant to plans approved by the Governing Board of the Company, (iv) loans or with advances to employees (including employees of Dex Media East or Employee Subco that provide services to the Company or any employee, officer or director heretofore or hereafter entered into Restricted Subsidiary) in the ordinary course of businessbusiness in accordance with past practices of the Company, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangementsbut in any event not to exceed $15.0 million in the aggregate outstanding at any one time, (2v) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of compensation and reasonable fees to to, and indemnity provided on behalf of, directors of the Company or any of and its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course Governing Board of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, (vii) amounts payable to Parent or Dex Media pursuant to the Management Agreement, but in any event not to exceed $5.0 million in the ordinary course aggregate in any fiscal year, (viii) any transaction with customers, clients, suppliers or purchasers or sellers of businessgoods or services, in each case in compliance with the terms of this Indenture, which are fair to the Company or its Restricted Subsidiaries, in the reasonable good faith determination of the Governing Board or its senior management, or approved are on terms at least as favorable as could reasonably have been obtained at such time from an unaffiliated party, (ix) the existence of, or the performance by a majority of the Board of Directors, between the Company or any of its Restricted Subsidiary Subsidiaries of its obligations under the terms of, any agreements with Dex Media East or Dex Media that are described in the Offering Memorandum under the heading "The Transactions - Agreements between us and Dex Media East and/or Dex Media" to which it is a party as of the closing date of the Acquisition on the terms described in the Offering Memorandum and any Affiliate of amendments thereto and any similar agreements which it may enter into thereafter; provided, however, that the Company controlled existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under, any future amendment to such agreements or under any such similar agreements shall only be permitted by this clause (ix) to the extent that is the terms of any such amendment or new agreement, taken as a joint venture or similar entitywhole, and are not disadvantageous to the Holders in any material respect, (viix) the Transactions, all transactions in connection therewith (including but not limited sale of receivables on substantially the terms that receivables are purchased by Qwest Corporation pursuant to the financing thereof)billing and collections services agreement as in effect on the Acquisition Date and as described in the Offering Memorandum, and all fees and expenses paid or payable in connection with the Transactions(xi) any consolidation, merger or conveyance, transfer or lease of assets permitted under Section 5.01.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (each, an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company involving aggregate payments or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 10.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tounless: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business Affiliate Transaction is on terms not materially that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or such Restricted Subsidiary with a an unrelated Person who is not an Affiliate or, if in the good faith judgment of the Board of Directors 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 financial point of view; and (vi2) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of Affiliate Transactions complies with this Section 4.11 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph of this Section 4.11: (1) any transaction employment, equity award, equity option or equity appreciation agreement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (2) transactions between or among any of the Company and 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 an Equity Interest in such Person; (4) transactions effected in accordance with the terms of agreements that are identified in the Company’s most recent Annual Report on Form 10-K under the heading “Certain Relationships and Related Transactions, and Director Independence,” in each case as such agreements are in effect on the Initial Issuance Date, and any amendment or replacement of any of such agreements so long as such amendment or replacement agreement is no less advantageous to the Company and its Restricted Subsidiaries in any material respect than the agreement so amended or replaced; (5) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (6) any issuance of Equity Interests (other than Disqualified Stock) to, or approved by a majority receipt of capital contributions from, Affiliates of the Board Company; (7) Permitted Investments or Restricted Payments that are permitted by Section 4.07; (8) payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on the Initial Issuance Date and as it may be amended, modified or supplemented from time to time, provided that any such amendment, modification or supplement relating to reimbursement of Directorsthe General Partner for expenses is not less favorable to the Company and its Restricted Subsidiaries in any material respect than the relevant provision of the Partnership Agreement prior to such amendment, between modification or supplement; (9) in the case of contracts for the purchase or sale of refined petroleum products or other Hydrocarbons or activities or services reasonably related thereto, or other operational contracts, any such contracts that are (a) 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 of its Restricted Subsidiaries with third parties or (b) otherwise on terms not materially less favorable to the Company and its Restricted Subsidiaries than those that would be available in a transaction with an unrelated third party; and (10) any Affiliate Transaction with a Person in its capacity as a holder of Indebtedness or Capital Stock of the Company or any Restricted Subsidiary and any Affiliate of the Company; provided that such Person is treated no more favorably than the other holders of Indebtedness or Capital Stock of the Company controlled or such Restricted Subsidiary, as reasonably determined by the Company that is a joint venture or similar entity, and (vii) Board of Directors of the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the TransactionsCompany.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (each, an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tounless: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business Affiliate Transaction is on terms not materially that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Holders, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, a Person who is not resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of Affiliate Transactions complies with this Section 4.11 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company,. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph of this Section 4.11: (vi1) any transaction employment, equity award, equity option or equity appreciation agreement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (2) transactions between or among any of the Company and 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 an Equity Interest in such Person; (4) transactions effected in accordance with the terms of agreements that are identified in Schedule I, in each case as such agreements are in effect on the date of this Indenture, and any amendment or replacement of any of such agreements so long as such amendment or replacement agreement is no less advantageous to the Company and its Restricted Subsidiaries in any material respect than the agreement so amended or replaced; (5) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (6) sales of Equity Interests (other than Disqualified Stock) to, or approved by a majority receipt of capital contributions from, Affiliates of the Board Company; (7) Permitted Investments or Restricted Payments that are permitted by Section 4.07; (8) payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on the date of Directorsthis Indenture and as it may be amended, between modified or supplemented from time to time, provided that any such amendment, modification or supplement relating to reimbursement of the General Partner for expenses is not less favorable to the Company and its Restricted Subsidiaries in any material respect than the relevant provision of the Partnership Agreement prior to such amendment, modification or supplement; and (9) in the case of contracts for the purchase or sale of refined petroleum products or other Hydrocarbons or activities or services reasonably related thereto, or other operational contracts, any such contracts that are (a) 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 of its Restricted Subsidiary and any Affiliate of Subsidiaries with third parties or (b) otherwise on terms not materially less favorable to the Company controlled by the Company and its Restricted Subsidiaries than those that is would be available in a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection transaction with the Transactionsan unrelated third party.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into make any payment to or conduct sell, lease, transfer or otherwise dispose of any transaction of the Company’s or series of related transactions (including the purchasetheir properties or assets to, sale, lease or exchange of purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the rendering of any service) with benefit of, any Affiliate (including any Unrestricted Subsidiary) (each of the Company (foregoing, an “Affiliate Transaction”) unless involving aggregate consideration in excess of $5.0 million, unless: (i1) the terms of such Affiliate Transaction is on terms that are not materially less favorable favorable, taken as a whole, to the Company or such Restricted Subsidiary, as the case may be, Subsidiary than those that could be have been obtained in a comparable transaction at the time by the Company or such Restricted Subsidiary with an unrelated Person; provided that such transaction shall be deemed to be at least as favorable as the terms that could have been obtained in a comparable transaction with a an unrelated Person who if such transaction is not such an Affiliate and approved by the disinterested members of the Company’s Board of Directors or any duly constituted committee thereof; and (ii2) if such Affiliate Transaction involves aggregate consideration payments in excess of $15.0 25.0 million, the terms of such Affiliate Transaction transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority disinterested members of the Disinterested Board of Directors or (y) in of the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate TransactionCompany. (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 412(a4.11(a) will not apply tohereof: (i) any Restricted Payment Transaction, (1) the entering intoentry into employment agreements and the adoption of compensation or benefit plans for the benefit of, maintaining or performance payment of compensation to, directors, officers, consultants or employees of the Company and its Restricted Subsidiaries (whether directly or indirectly and including through any employment contractPerson owned or controlled by any of such directors, collective bargaining agreementofficers or employees including, without limitation, salaries, fees, bonuses, reimbursement of expenses, customary indemnities (including under customary insurance policies), equity and incentive arrangements and payments and employee benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, and pension expenses); (2) the payment of compensation, performance reasonable fees or expenses and the provision of indemnification or contribution obligationssimilar arrangements for current or former officers, or any issuancedirectors, grant or award of stock, options, other equity-related interests or other securities, to employees, officers agents or directors in the ordinary course of business, (3) the payment of reasonable fees to directors consultants of the Company or any of its Restricted Subsidiaries pursuant to charter, bylaw, statutory or contractual provisions; (as determined in good faith by 3) transactions between or among the Company and/or any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such Subsidiarytransaction) or between or among Restricted Subsidiaries; (4) Restricted Payments not prohibited by Section 4.07 hereof and Permitted Investments (other than pursuant to clauses (3), (4), (10) any transaction with an officer or director in and (15) of the ordinary course of business not involving more than $100,000 in any one case, or definition thereof); (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, transactions between or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between among the Company or any Restricted Subsidiary and any Affiliate of the Company controlled Company, the Equity Interests of which Affiliate are owned solely by the Company or one of the Restricted Subsidiaries, on the one hand, and by Persons who are not Affiliates of the Company or the Restricted Subsidiaries, on the other hand; (6) payments made or performance under any agreements or arrangements in effect on the date of this Indenture or described or incorporated by reference in the Offering Memorandum and any modifications, extensions or renewals thereof that are no less favorable to the Company or the applicable Restricted Subsidiary in any material respect than such agreement as in effect on the date of this Indenture; (7) so long as they comply with Section 4.11(a)(1), transactions with customers, clients, lessors, landlords, suppliers, contractors, or purchasers or sellers of good or services that are Affiliates, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture; (8) issuances or sales of Equity Interests to Affiliates of the Company or its Restricted Subsidiaries not otherwise prohibited by this Indenture and the granting of registration and other customary rights in connection therewith; (9) any issuance or sale of Equity Interests (other than Disqualified Stock) of the Company to any director, officer, employee or consultant of the Company or its Restricted Subsidiaries or any other Affiliates of the Company; (10) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, deliver 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 this Section 4.11; (11) transactions with joint venture ventures or similar entityUnrestricted Subsidiaries entered into in the ordinary course of business; (12) loans or advances to employees or consultants in the ordinary course of business of the Company or any Restricted Subsidiary, but in any event not to exceed $5.0 million in the aggregate outstanding at any one time; (13) transactions between or among the Company or any Restricted Subsidiary and any Person which is an Affiliate solely because a director of such Person is also a director of the Company; provided, however, that such director abstains from voting as a director on any matter involving such other Person; (14) transactions pursuant to or contemplated by and payments in connection with, and, in each case, in accordance with, the terms of the Partnership Parks Agreements; (vii15) the Transactions, all transactions in connection therewith (including but not limited pursuant to the financing thereof), or contemplated by and all fees and expenses paid or payable payments in connection with the TransactionsHWP Obligations; (16) any purchases by the Company’s Affiliates of Indebtedness or Disqualified Stock of the Company or any of the Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Company’s Affiliates; provided that such purchases by the Company’s Affiliates are on the same terms as such purchases by such Persons who are not the Company’s Affiliates; and (17) (i) investments by Affiliates in securities of the Company or any of the Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Company or such Restricted Subsidiary generally to other non-affiliated third party investors on the same or more favorable terms and (ii) payments to Affiliates in respect of securities of the Company or any of the Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Company and the Restricted Subsidiaries, in each case, in accordance with the terms of such securities.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (each, an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tounless: (i) any Restricted Payment Transaction, (1) the entering intoAffiliate Transaction is on terms, maintaining or performance of any employment contracttaken as a whole, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (ii) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, 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 of the Company or the Company’s Conflicts Committee (or other committee serving a similar function). (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a): (i) any employment, severance, employee benefit, director or officer indemnification, equity award, equity option or equity appreciation or other compensation agreement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments, awards, grants or issuances of securities pursuant thereto; (ii) transactions between or among any of the Company and its Restricted Subsidiaries; (iii) transactions with a Person who that is not an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or otherwise controls, such Person; (iv) transactions effected in accordance with the terms of (a) agreements described in the annual report on Form 10-K of the Company for the fiscal year ended December 31, 2016 under the caption “Transactions with Related Persons” or in note 13 to the Company,’s audited historical financial statements included in such annual report, in each case, as such agreements are in effect on the Issue Date, (b) any amendment or replacement of any of such agreements or (c) any agreements entered into hereafter that are similar to any of 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 agreement referred to in the preceding clause (a), respectively; (v) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (vi) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company, or receipt by the Company of capital contributions from holders of its Equity Interests; (vii) Permitted Investments or Restricted Payments that are permitted by Section 4.07; (viii) payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on the Issue Date and as it may be amended, modified or supplemented from time to time, so long as any transaction such amendment, modification or supplement is no less favorable to the Company in any material respect than the agreement prior to such amendment, modification or supplement; (ix) in the case of contracts for gathering, transporting, treating, processing, marketing, distributing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary and third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, then the terms are no less favorable than those available from third parties on an arm’s-length basis; (x) (a) guarantees by the Company or any of its Restricted Subsidiaries of performance of obligations of Unrestricted Subsidiaries or Joint Ventures in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and (b) pledges by the Company or any Restricted Subsidiary of Capital Stock in Unrestricted Subsidiaries or Joint Ventures for the benefit of lenders or other creditors of Unrestricted Subsidiaries or Joint Ventures as contemplated by clause (9) of the definition of “Permitted Liens” with respect to clause (b) so long as any such transaction, if involving aggregate consideration in excess of $25.0 million, has been approved by a majority of the disinterested members of the Board of DirectorsDirectors of the Company; (xi) transactions between the Company and any Person, between a director of which is also a director of the General Partner or, if applicable, the Company; provided, however, that such director abstains from voting as a director of the General Partner or, if applicable, the Company on any matter involving such other Person; and (xii) any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary and any Affiliate from a financial point of view or that such transaction meets the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereofrequirements of Section 4.11(a), and all fees and expenses paid or payable in connection with the Transactions.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 20.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Board of Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction,; (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer officer, director or director consultant of or to the Company, any Restricted Subsidiary or any parent heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to any such management members, employees, officers officers, directors or directors consultants in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries or any parent (as determined in good faith by the Company or such SubsidiaryCompany, which determination shall be conclusive), (4) any transaction with an officer or director of the Company or any of its Subsidiaries or any parent in the ordinary course of business not involving more than $100,000 120,000 in any one case, or (5) Management Advances and payments in respect thereof,thereof (or in reimbursement of any expenses referred to in the definition of such term); (iii) any transaction with between or among any of the Company, any one or more Restricted Subsidiary, Subsidiaries and/or one or any Receivables Entity,more Special Purpose Entities; (iv) any transaction arising out of agreements agreements, arrangements or instruments in existence on the Issue Date, and any payments made pursuant thereto,; (v) any transaction in the ordinary course of business on terms that are fair to the Company and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Company, or are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company,; (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and; (vii1) the execution, delivery and performance of any of the Spin-Off Documents and (2) payments made pursuant to any of the Spin-Off Documents or that are approved by a majority of the Board of Directors in good faith, whose determination shall be conclusive; (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), thereof and all transactions contemplated by the Spin-Off Documents) and all fees and expenses paid or payable in connection with the Transactions; (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Company or any capital contribution to the Company; and (x) transactions permitted by, and complying with, the provisions of Article V solely for the purpose of forming a parent or effecting a transaction of the type described under Section 501(b).

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including including, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “"Affiliate Transaction”") unless such Affiliate Transaction is on terms (i) the terms of such Affiliate Transaction that are not materially no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in a transaction arm's-length dealings with a Person who is not such an Affiliate and Affiliate, (ii) if that, in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $15.0 10 million, the terms of such Affiliate Transaction (1) are set forth in writing and (2) have been approved by a majority of the Disinterested Directors. For purposes members of this Section 412(a)the Board of Directors having no personal stake in such Affiliate Transaction, any Affiliate Transaction shall be deemed to have satisfied other than as a Member of the requirements set forth Company generally, and (iii) that, in this Section 412(a) if (x) the event that such Affiliate Transaction is approved by a majority involves an amount in excess of the Disinterested Directors or (y) in the event there are no Disinterested Directors$25 million, a fairness opinion is provided have been determined by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transactionbe fair, from a financial standpoint, to the Company and its Restricted Subsidiaries. (b) The provisions of Section 412(a4.07(a) will shall not apply to: prohibit (i) any Restricted Payment Transaction, permitted to be paid pursuant to Section 4.04, (1ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the entering intofunding of, maintaining employment arrangements approved by the Board of Directors, (iii) loans or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into advances to employees in the ordinary course of businessbusiness in accordance with past practices of the Company, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangementsbut in any event not to exceed $5 million in the aggregate outstanding at any one time, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3iv) the payment of reasonable fees to directors of the Company or any of and its Subsidiaries (as determined in good faith by who are not employees of the Company or such Subsidiary)its Subsidiaries, (4v) any transaction with an officer between the Company and a Restricted Subsidiary or director between Restricted Subsidiaries, (vi) any agreement as in effect as of the Closing Date on the terms described in the Offering Memorandum or any amendment or replacement agreement thereto (so long as any such amendment or replacement agreement is not disadvantageous to the Holders of the Securities in any material respect); or (vii) Securitizations permitted by Section 4.03 and Section 4.06; (viii) loans to or from Agriliance and MoArk in the ordinary course of business for cash management purposes in an aggregate principal amount not involving to exceed $20 million outstanding at any time, which loans shall not be outstanding for more than $100,000 in any one case, 30 days; (ix) the provision by the Company or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any a Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction Subsidiary in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of corporate services (such as legal services and information technology services) and leasing of the Company, 's employees, consistent with past practices, to Affiliates in which the Company owns Capital Stock; or (vix) any transaction licensing or similar agreement entered into in the ordinary course of business, or approved by a majority business relating to the use of the Board of Directors, intellectual property between the Company or any a Restricted Subsidiary and any Affiliate of Affiliates in which the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionsowns Capital Stock.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct suffer to exist any transaction or series of related transactions (including the purchase, sale, lease transfer, assignment, lease, conveyance or exchange of any property or the rendering of any service) with with, or for the benefit of, any Affiliate of the Company Company's Affiliates (an “"Affiliate Transaction”) unless "), unless: (i1) the terms of such Affiliate Transaction are not materially are: (i) set forth in writing and (ii) no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a comparable arm's-length transaction with a Person who that is not one of the Company's Affiliates or, if there is no such an Affiliate comparable transaction, on terms that are fair and reasonable to the Company or such Restricted Subsidiary, (ii2) if such Affiliate Transaction involves aggregate consideration payments or value in excess of $15.0 25 million, the terms Company's Board of Directors approves such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes and, in its good faith judgment, believes that such Affiliate Transaction complies with clause (1)(ii) of this Section 412(a3.10(a), any and (3) if such Affiliate Transaction involves aggregate payments or value in excess of $100 million, the Company shall obtain a written opinion from an Independent Financial Advisor to the effect that the consideration to be deemed to have satisfied the requirements set forth paid or received in this Section 412(a) if (x) connection with such Affiliate Transaction is approved by fair, from a majority financial point of view, to the Disinterested Directors Company or (y) in the event there are no Disinterested Directorsapplicable Restricted Subsidiary, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transactionas the case may be. (b) The provisions of Section 412(a) will Notwithstanding the preceding limitation, the following shall not apply tobe Affiliate Transactions: (i1) any transaction or series of related transactions between the Company and one or more of its Subsidiaries or between two or more of its Subsidiaries; (2) any Restricted Payment Transaction,permitted to be made pursuant to Section 3.07 or any Permitted Investment; (13) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar employee compensation plan or arrangement for or with any employee, officer or director heretofore or hereafter entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, ; (24) indemnities of the payment of compensation, performance of indemnification or contribution obligations, Company's or any issuanceof its Restricted Subsidiaries' officers, grant directors and employees permitted by bylaw or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, statutory provisions; (35) the payment of reasonable and customary regular fees to directors the Company's or any of its Restricted Subsidiaries' directors; and (6) Affiliate Transactions and arrangements in effect on the Initial Issue Date of the Securities, including any modifications, extensions or renewals thereof that do not adversely affect the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof,Restricted Subsidiaries. (iiic) any transaction with the Company, any Restricted Subsidiary, This Section 3.10 shall be of no force or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, effect from and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at after the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved Securities are first rated at least Baa3 by a majority of the Board of Directors, between the Company or any Restricted Subsidiary Moody's and any Affiliate of the Company controlled at least BBB- by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the TransactionsStandard & Poor's.

Limitation on Transactions with Affiliates. (a) The Company Parent Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Parent Borrower (an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company Parent Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 50.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a)8.6, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) 8.6 if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a8.6(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former employee, officer or director or consultant of or to the Parent Borrower, any Restricted Subsidiary or any Parent heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans or any issuance, grant or award of stock, options, other equity-related interests or other securities, to any such employees, officers officers, directors or directors consultants in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company Parent Borrower or any of its Subsidiaries or any Parent (as determined in good faith by the Company Parent Borrower, such Subsidiary or such SubsidiaryParent), (4) any transaction with an officer or director of the Parent Borrower or any of its Subsidiaries or any Parent in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereofthereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction with between or among any of the CompanyParent Borrower, any one or more Restricted Subsidiary, Subsidiaries or any Receivables Entityone or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Issue DateClosing Date (other than any Tax Sharing Agreement or Management Agreement referred to in Section 8.6(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Parent Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Parent Borrower, or are not materially less favorable to the Company Parent Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the CompanyParent Borrower, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company Parent Borrower or any Restricted Subsidiary and any Affiliate of the Company Parent Borrower controlled by the Company Parent Borrower that is a Franchisee, a Franchise Special Purpose Entity, a joint venture or similar entity, and, (vii) the execution, delivery and performance of any Tax Sharing Agreement and any Management Agreements, including payment to CDR, Carlyle or ML or any of their respective Affiliates of fees of up to $7.5 million in the aggregate in any fiscal year, and fees in connection with any acquisition, disposition, merger, recapitalization or similar transaction as provided in any such Management Agreement, plus all out-of-pocket expenses incurred by CDR, Carlyle or ML or any such Affiliate in connection with its performance of management consulting, monitoring, financial advisory or other services with respect to the Parent Borrower and its Restricted Subsidiaries, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, and (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Parent Borrower or capital contribution to the Parent Borrower.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 40.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Board of Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former employee, officer officer, director or director consultant of or to the Company, any Restricted Subsidiary or any Parent heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans or any issuance, grant or award of stock, options, other equity-related interests or other securities, to any such employees, officers officers, directors or directors consultants in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries or any Parent (as determined in good faith by the Company Company, such Subsidiary or such SubsidiaryParent), (4) any transaction with an officer or director of the Company or any of its Subsidiaries or any Parent in the ordinary course of business not involving more than $100,000 in any one case, case or (5) Management Advances and payments in respect thereofthereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction with between or among any of the Company, any one or more Restricted SubsidiarySubsidiaries, and/or one or any Receivables Entitymore Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Issue DateDate (other than any Tax Sharing Agreement or Management Agreement referred to in Section 412(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Company and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Company, or are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and, (vii) (1) the execution, delivery and performance of any Tax Sharing Agreement and any Management Agreement, and (2) payments to CD&R, ▇▇▇▇ Capital or Carlyle or any of their respective Affiliates (w) of any and all out-of-pocket expenses in connection with the Transactions, (x) for any management, consulting, financial advisory, financing, underwriting or placement services or in respect of other investment banking activities pursuant to the Management Agreements, provided that payments under this clause (x) shall not exceed $7.5 million per calendar year, (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Management Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), the execution, delivery and performance of all agreements and instruments in connection with the Transactions, and all fees and expenses paid or payable in connection with the Transactions, (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Company or Junior Capital or any capital contribution to the Company, (x) any amendment, supplement, waiver or other modification to or of the April 2012 Senior Unsecured Notes, the April 2012 Senior Unsecured Indenture or any related agreements, documents and instruments, or any of the terms and provisions of any thereof, (1) in connection with any Extinguishment of Senior Obligations or (2) to provide for the payment of interest in cash instead of in additional principal, or in additional principal instead of in cash, in each case in whole or in part (whether or not in connection with any Extinguishment of Senior Obligations), and (xi) any investment by any Investor in securities of the Company or any of its Restricted Subsidiaries so long as (i) such securities are being offered generally to other investors on the same or more favorable terms and (ii) such investment by all Investors constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Limitation on Transactions with Affiliates. (a) The Company Parent will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless: (1) the Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Parent or such Restricted Subsidiary with an unrelated Person or, if in the good faith judgment of the Board of Directors of the Parent, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Parent or the relevant Restricted Subsidiary from a financial point of view; and (2) the Parent delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, a resolution of the Board of Directors of the Parent set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 5.11 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph of this Section 5.11: (1) any transaction or series of related transactions involving aggregate consideration of less than $10.0 million; (including 2) any employment, equity award, equity option or equity appreciation agreement or plan entered into by the purchase, sale, lease Parent or exchange any of its Restricted Subsidiaries in the ordinary course of business; (3) transactions between or among any property or of the rendering Parent and its Restricted Subsidiaries; (4) transactions with a Person (other than an Unrestricted Subsidiary of any servicethe Parent) with any that is an Affiliate of the Company Parent solely because the Parent owns an Equity Interest in such Person; (an “Affiliate Transaction”5) unless (i) transactions effected in accordance with the terms of agreements that are identified or incorporated by reference in the Prospectus Supplement, in each case as such agreements are in effect on the date of this Indenture, and any amendment or replacement of any of such agreements so long as such amendment or replacement agreement is no less advantageous to the Parent in any material respect than the agreement so amended or replaced; (6) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Parent or a Restricted Subsidiary or Affiliate Transaction of the Parent, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (7) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Parent; (8) Restricted Payments that are permitted by Section 5.07 or Permitted Investments; (9) payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on the date of this Indenture and as it may be amended, provided that any such amendment is not materially less favorable to the Company Parent in any material respect than the agreement prior to such amendment; (10) transactions between the Parent or any of its Restricted Subsidiaries and any other Person, a director of which is also on the Board of Directors of the Parent or any direct or indirect parent company of the Parent, and such common director is the sole cause for such other Person to be deemed an Affiliate of the Parent or any of its Restricted SubsidiarySubsidiaries; provided, however, that such director abstains from voting as a member of the Board of Directors of the Parent or any direct or indirect parent company of the Parent, as the case may be, than those that could be obtained at the time in a on any transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction.other Person; (b11) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter leases entered into in by the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company Parent or any of its Subsidiaries (Restricted Subsidiaries, as determined in good faith by lessor, and an Unrestricted Subsidiary or Joint Venture of the Company Parent or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, as lessee, with respect to a pipeline or similar asset operated by such Unrestricted Subsidiary or Joint Venture; provided that the Remaining Present Value of any Receivables Entity,such leases shall not exceed $30.0 million in the aggregate; and (iv12) in the case of contracts for gathering, transporting, treating, processing, marketing, distributing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, or other operational contracts, any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction such contracts are entered into in the ordinary course of business on terms not materially less favorable substantially similar to those contained in similar contracts entered into by the Company Parent or the relevant its Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of businessSubsidiaries and third parties, or approved by a majority of if neither the Board of Directors, between the Company Parent or any Restricted Subsidiary and any Affiliate of has entered into a similar contract with a third party, then the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionsterms are no less favorable than those available from third parties on an arm’s-length basis.

Limitation on Transactions with Affiliates. (a) The Company will Parent shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Parent (each, an “Affiliate Transaction”) unless (i) the terms or series of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, transactions having a value greater than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 2.5 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tounless: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business Affiliate Transaction is on terms not materially that are no less favorable to the Company Parent or the relevant Restricted Subsidiary than those that reasonably could be obtained at the time of such transaction in arm’s-length dealings in a comparable transaction with a Person who that is not an Affiliate; and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, the Parent shall have received an opinion as to the fairness to the Parent and its Restricted Subsidiaries of such Affiliate Transaction from a financial point of view or that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arms-length basis from a Person that is not an Affiliate issued by an accounting, appraisal or investment banking firm of the Company,international standing. (vib) The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of Section 4.13(a): (i) any transaction employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of businessbusiness and compensation (including bonuses and equity compensation) paid to and other benefits (including retirement, health and other benefit plans) and indemnification arrangements provided on behalf of directors, officers and employees of the Parent or any Restricted Subsidiary; (ii) transactions between or among or primarily for the benefit of the Parent and/or its Restricted Subsidiaries; (iii) transactions with a Person (other than an Unrestricted Subsidiary of the Parent) that is an Affiliate of the Parent solely because the Parent owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (iv) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Equity Interests of the Parent, restricted share plans, long-term incentive plans, share appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of directors, officers and employees approved by the Board of Directors; (v) Guarantees issued by the Parent or a majority Restricted Subsidiary in accordance with Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock); (vi) the performance of obligations of the Parent or any Restricted Subsidiary under the terms of any agreement to which the Parent or any Restricted Subsidiary is a party on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date shall be permitted to the extent that its terms, taken as a whole, are not more materially disadvantageous to the Holders than the terms of the agreements in effect on the Issue Date; (vii) any issuance of Equity Interests (other than Disqualified Stock) of the Parent to Affiliates of the Parent; (viii) any Restricted Payment that does not violate the provisions of Section 4.4 (Limitation on Restricted Payments) of this Indenture or Permitted Investments; (ix) loans or advances to employees in the ordinary course of business not to exceed $2.5 million in the aggregate at any one time outstanding; (x) the entering into of a tax sharing agreement, or payments pursuant thereto, between the Parent and/or one or more Restricted Subsidiaries, on the one hand, and any other Person with which the Parent or such Restricted Subsidiaries are required or permitted to file a consolidated tax return or with which the Parent or such Restricted Subsidiaries are part of a consolidated group for tax purposes, on the other hand, provided that any payments by the Parent and the Restricted Subsidiaries required under such agreement are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis; (xi) transactions contemplated by supply, purchase or sale agreements with suppliers or purchasers or sellers of goods or services (other than the Parent or its Restricted Subsidiaries) in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are in the aggregate fair to the Parent or the Restricted Subsidiaries, in the reasonable determination of the Board of Directors, between the Company Directors or any Restricted Subsidiary and any Affiliate senior management of the Company controlled by Parent, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person; (xii) any of the Company that is a joint venture or similar entitytransactions contemplated in the Restructuring Transactions, and (viixiii) the Transactions, all transactions in connection therewith (including but not limited to granting and performance of SEC registration rights for securities of the financing thereof), and all fees and expenses paid or payable in connection with the TransactionsParent.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 50.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former employee, officer or director or consultant of or to the Company, any Restricted Subsidiary or any Parent heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans or any issuance, grant or award of stock, options, other equity-related interests or other securities, to any such employees, officers officers, directors or directors consultants in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries or any Parent (as determined in good faith by the Company Company, such Subsidiary or such SubsidiaryParent), (4) any transaction with an officer or director of the Company or any of its Subsidiaries or any Parent in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereofthereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction with between or among any of the Company, any one or more Restricted Subsidiary, Subsidiaries or any Receivables Entityone or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Issue DateDate (other than any Tax Sharing Agreement or Management Agreement referred to in Section 412(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Company and its Restricted Subsidiaries in the reasonable determination of the board of directors or senior management of the Company, or are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a Franchisee, a Franchise Special Purpose Entity, a joint venture or similar entity, and, (vii) the execution, delivery and performance of any Tax Sharing Agreement and any Management Agreements, including payment to CDR, Carlyle or ML or any of their respective Affiliates of fees of up to $7.5 million in the aggregate in any fiscal year, and fees in connection with any acquisition, disposition, merger, recapitalization or similar transaction as provided in any such Management Agreement, plus all out-of-pocket expenses incurred by CDR, Carlyle or ML or any such Affiliate in connection with its performance of management consulting, monitoring, financial advisory or other services with respect to the Company and its Restricted Subsidiaries, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, and (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Company or capital contribution to the Company.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 40.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Board of Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former employee, officer officer, director or director consultant of or to the Company, any Restricted Subsidiary or any Parent heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans or any issuance, grant or award of stock, options, other equity-related interests or other securities, to any such employees, officers officers, directors or directors consultants in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries or any Parent (as determined in good faith by the Company Company, such Subsidiary or such SubsidiaryParent), (4) any transaction with an officer or director of the Company or any of its Subsidiaries or any Parent in the ordinary course of business not involving more than $100,000 in any one case, case or (5) Management Advances and payments in respect thereofthereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction with between or among any of the Company, any one or more Restricted SubsidiarySubsidiaries, and/or one or any Receivables Entitymore Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Issue DateDate (other than any Tax Sharing Agreement or Management Agreement referred to in Section 412(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Company and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Company, or are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and, (vii) (1) the execution, delivery and performance of any Tax Sharing Agreement and any Management Agreement, and (2) payments to CD&R, ▇▇▇▇ Capital or Carlyle or any of their respective Affiliates (w) of any and all out-of-pocket expenses in connection with the Transactions, (x) for any management consulting, financial advisory, financing, underwriting or placement services or in respect of other investment banking activities pursuant to the Management Agreements, provided that payments under this clause (x) shall not exceed $7.5 million per calendar year, (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Management Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), the execution, delivery and performance of all agreements and instruments in connection with the Transactions, and all fees and expenses paid or payable in connection with the Transactions, (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Company or Junior Capital or any capital contribution to the Company, (x) any amendment, supplement, waiver or other modification to or of the Senior Unsecured Notes, the Senior Unsecured Indenture or any related agreements, documents and instruments, or any of the terms and provisions of any thereof, to provide for the payment of interest in cash instead of in additional principal, or in additional principal instead of in cash, in each case in whole or in part, and (xi) any investment by any Investor in securities of the Company or any of its Restricted Subsidiaries so long as (i) such securities are being offered generally to other investors on the same or more favorable terms and (ii) such investment by all Investors constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Limitation on Transactions with Affiliates. (a) The Company will Parent and the Issuers shall not, and will shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, renew or conduct extend any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the Parent or any Restricted Subsidiary, in each case involving consideration in excess of $5,000,000, except upon terms of such Affiliate Transaction that are not materially less favorable to the Company Parent or such Restricted Subsidiary, as the case may be, Subsidiary than those that could be obtained 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 with a Person who that is not such a Holder or an Affiliate Affiliate. (b) The limitation set forth in Section 4.12(a) does not limit, and shall not apply to: (ii1) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been transactions (A) approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority disinterested directors of the Disinterested Board of Directors of the Parent or (yB) in for which the event there are no Disinterested Directors, Parent or any Restricted Subsidiary delivers to the Trustee a fairness written opinion is provided by of a nationally recognized investment banking, appraisal or investment banking accounting firm with respect stating that the transaction is fair to the Parent or such Affiliate Transaction.Restricted Subsidiary from a financial point of view; (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment any transaction solely between Parent and an Issuer, solely between Parent or an Issuer and any of compensation, performance of indemnification its Restricted Subsidiaries or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, solely between Restricted Subsidiaries; (3) the payment of reasonable fees to directors and compensation (including through the issuance of the Company Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any of its Subsidiaries (as determined in good faith by the Company or such Restricted Subsidiary), ; (4) any transaction with an officer or director in the ordinary course of business Restricted Payment not involving more than $100,000 in any one case, or prohibited by Section 4.09 and Investments constituting Permitted Investments; (5) Management Advances and payments in respect thereof, (iii) any transaction with the Companycontracts, any Restricted Subsidiary, instruments or any Receivables Entity, (iv) any transaction arising out of other agreements or instruments arrangements in existence each case as in effect on the Issue Date, and any payments made transactions pursuant thereto,thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to Parent and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the Issue Date; (v6) any transaction employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by Parent or any Restricted Subsidiary with current, former or future officers and employees of the Parent or such Restricted Subsidiary and the payment of compensation to officers and employees of the Parent or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business on terms not materially less favorable business; (7) loans and advances to officers and employees of the Company Parent or the relevant any Restricted Subsidiary than those or Guarantees in respect thereof (or cancellation of such loans, advances or Guarantees), for bona fide business purposes, including for reasonable moving and relocation, entertainment and travel expenses and similar expenses, made in the ordinary course of business; (8) transactions with a Person that could be obtained at is an Affiliate of the time in Parent or an Issuer solely because the Parent or a Restricted Subsidiary, directly or indirectly, owns Capital Stock of, or controls such Person; (9) any transaction with a Person who is not an Affiliate immediately before the consummation of the Company,such transaction that becomes an Affiliate as a result of such transaction; (vi10) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunder; (11) any transaction described in clause (R) of the definition of Asset Sale; or (12) the issuance and sale of Capital Stock (other than Disqualified Stock) of Parent. (c) Notwithstanding Section 4.12(a) and 4.12(b), any transaction or series of related transactions covered by Section 4.12(a) and not covered by clauses (2) through (12) of Section 4.12(b): (i) the aggregate amount of which exceeds $10,000,000 in value must be approved or determined to be fair in the ordinary course of business, manner provided for in Section 4.12(b)(1)(A) or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, (B); and (viiii) the Transactions, all transactions aggregate amount of which exceeds $25,000,000 in connection therewith (including but not limited value must be determined to be fair in the financing thereofmanner provided for in Section 4.12(b)(1)(B), and all fees and expenses paid or payable in connection with the Transactions.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (each, an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tounless: (i) any Restricted Payment Transaction, (1) the entering intoAffiliate Transaction is on terms, maintaining or performance of any employment contracttaken as a whole, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (ii) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, 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 of the Company or the Company’s Conflicts Committee (or other committee serving a similar function). (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a): (i) any employment, severance, employee benefit, director or officer indemnification, equity award, equity option or equity appreciation or other compensation agreement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments, awards, grants or issuances of securities pursuant thereto; (ii) transactions between or among any of the Company and its Restricted Subsidiaries; (iii) transactions with a Person who that is not an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or otherwise controls, such Person; (iv) transactions effected in accordance with the terms of (a) agreements described in the annual report on Form 10-K of the Company for the fiscal year ended December 31, 2021 under the caption “Transactions with Related Persons” or in note 13 to the Company,’s audited historical financial statements included in such annual report, in each case, as such agreements are in effect on the Issue Date, (b) any amendment or replacement of any of such agreements or (c) any agreements entered into hereafter that are similar to any of 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 agreement referred to in the preceding clause (a), respectively; (v) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (vi) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company, or receipt by the Company of capital contributions from holders of its Equity Interests; (vii) Permitted Investments or Restricted Payments that are permitted by Section 4.07; (viii) payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on the Issue Date and as it may be amended, modified or supplemented from time to time, so long as any transaction such amendment, modification or supplement is no less favorable to the Company in any material respect than the agreement prior to such amendment, modification or supplement; (ix) in the case of contracts for gathering, transporting, treating, processing, marketing, distributing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary and third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, then the terms are no less favorable than those available from third parties on an arm’s-length basis; (x) (a) guarantees by the Company or any of its Restricted Subsidiaries of performance of obligations of Unrestricted Subsidiaries or Joint Ventures in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and (b) pledges by the Company or any Restricted Subsidiary of Capital Stock in Unrestricted Subsidiaries or Joint Ventures for the benefit of lenders or other creditors of Unrestricted Subsidiaries or Joint Ventures as contemplated by clause (9) of the definition of “Permitted Liens” with respect to clause (b) so long as any such transaction, if involving aggregate consideration in excess of $25.0 million, has been approved by a majority of the disinterested members of the Board of DirectorsDirectors of the Company; (xi) transactions between the Company and any Person, between a director of which is also a director of the General Partner or, if applicable, the Company; provided, however, that such director abstains from voting as a director of the General Partner or, if applicable, the Company on any matter involving such other Person; and (xii) any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary and any Affiliate from a financial point of view or that such transaction meets the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereofrequirements of Section 4.11(a), and all fees and expenses paid or payable in connection with the Transactions.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct suffer to exist, any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with, or for the rendering of any service) with benefit of, any Affiliate of the Company or any Restricted Subsidiary (an “other than the Company or a Restricted Subsidiary so long as no Affiliate Transaction”of the Company (other than a Restricted Subsidiary) or beneficial holder of 5% or more of any class or series of Capital Stock of the Company shall beneficially own Capital Stock in such Restricted Subsidiary), unless (i) the such transaction or series of transactions are on terms of such Affiliate Transaction that are not materially no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be have been obtained at the time in a an arm's-length transaction with a Person who is third parties that are not such an Affiliate and Affiliates of the Company, (ii) if such Affiliate Transaction involves with respect to any transaction or series of related transactions involving aggregate consideration in excess of equal to or greater than $15.0 million5,000,000, the terms Company has delivered an Officers' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (i) above and (iii) with respect to any transaction or series of related transactions involving aggregate consideration equal to or greater than $10,000,000, such Affiliate Transaction have transaction or series of related transactions has been approved by the Board of Directors of the Company (including a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied ) or the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by Company has obtained a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness written opinion is provided by from a nationally recognized appraisal or investment banking firm with respect to the effect that such Affiliate Transaction. (b) The provisions transaction or series of related transactions is fair to the Company or its Restricted Subsidiary, as the case may be, from a financial point of view; provided, however, that this Section 412(a) will 1011 shall not apply to: (i) any Restricted Payment Transaction, restrict (1) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement Company or any other similar arrangement for or with any employee, officer or director heretofore or hereafter Restricted Subsidiary entered into in the ordinary course of business, business (including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangementscustomary benefits thereunder) and payments under any indemnification arrangements permitted by applicable law, (2) the payment issue and sale by the Company to its stockholders of compensationCapital Stock (other than Redeemable Capital Stock), performance (3) any dividends made in compliance with Section 1009, (4) loans and advances to officers, directors, employees and consultants of indemnification or contribution obligations, the Company or any issuanceRestricted Subsidiary for travel, grant or award of stockentertainment, optionsmoving and other relocation expenses, other equity-related interests or other securities, to employees, officers or directors in each case made in the ordinary course of business, (35) the payment performance of reasonable fees any written agreement as in effect on the date of this Indenture and as amended from time to directors of time, provided that any such amendment is not less favorable in any material respect to the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time terms in a transaction effect on the date of this Indenture, (6) tax sharing agreements between the Company and any Restricted Subsidiary providing for the payment by such Restricted Subsidiary of an amount equal to the hypothetical United States tax liability of such Restricted Subsidiary as if such Restricted Subsidiary had filed its own United States federal tax return for any given tax year and (7) transactions with a Person who is not an Affiliate of the Company, (vi) or by any transaction Accounts Receivable Subsidiary made in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectlyand each Restricted Entity shall not, enter into or conduct permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property property, employee compensation arrangements or the rendering of any service) with with, or for the benefit of, any Affiliate of the Company (an “"Affiliate Transaction”") unless involving (itogether with any related Affiliate Transactions) aggregate consideration in excess of $10 million, unless: (1) the terms of such the Affiliate Transaction are not materially less favorable taken as a whole to the Company or such Restricted Subsidiary, as the case may be, Entity than those that could be obtained at the time of the Affiliate Transaction in a transaction arm's-length dealings with a Person who is not such an Affiliate and Affiliate; and (ii2) if such Affiliate Transaction (together with any related Affiliate Transactions) involves aggregate consideration an amount in excess of $15.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the General Partner disinterested with respect to such Affiliate Transaction have been approved by a majority of determined in good faith that the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements criteria set forth in this Section 412(aclause (1) if (x) such Affiliate Transaction is are satisfied and have approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such relevant Affiliate Transaction. (b) The provisions of Section 412(athe preceding paragraph (a) will shall not apply toprohibit: (i) any Restricted Payment Transaction, (1) the entering intoRestricted Payments, maintaining or performance of any employment contractin each case permitted to be made pursuant to Section 4.08, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, and Permitted Investments; (2) the payment any issuance of compensation, performance of indemnification or contribution obligationssecurities, or any issuanceother payments, grant awards or award 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 stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, Directors; (3) the payment of reasonable fees loans or advances to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director employees in the ordinary course of business not involving more than $100,000 in accordance with the past practices of the Company or the Restricted Entities, but in any event not to exceed $2.5 million in the aggregate outstanding at any one casetime; (4) the payment of reasonable and customary fees to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or the Restricted Entities; (5) Management Advances transactions between or among the Company and payments in respect thereof,the Restricted Entities; (iii6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company and the granting and the performance of registration rights; (7) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments agreement as in existence effect on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time (so long as any amendment, modification, supplement, extension or renewal is not materially less favorable, taken as a whole, to the Company and any payments made pursuant thereto,the Restricted Entities) and the transactions evidenced or contemplated thereby or as these agreements may be extended or renewed in accordance with this clause (7); (v) any transaction 8) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business on and otherwise in compliance with the terms not materially less favorable of this Indenture which are fair to the Company or and the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction Entities, in the ordinary course of business, or approved by a majority reasonable determination of the Board of DirectorsDirectors or the senior management of the Company, between or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (9) the Company or any Restricted Subsidiary and any Affiliate entering into agreements with equity holders of the Company controlled by including, without limitation, the Company that entering into and performance of shareholder agreements and registration rights agreements and amendments to existing similar agreements; (10) Affiliate Transactions with a Person solely in its capacity as a holder of debt or equity securities where such Person is a joint venture or similar entity, treated no more favorably in such transaction than any other security holders who are not Affiliates; and (vii11) the TransactionsTransactions pursuant to, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid contemplated by or payable in connection with (i) the TransactionsCoop Agreement, (ii) the MCSA, and/or (iii) the Securities Purchase Agreement.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the sale, transfer, disposition, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with, or for the rendering benefit of, any of any serviceits Affiliates involving aggregate consideration in excess of $10,000,000, except: (a) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the on terms of such Affiliate Transaction that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that which could be have been obtained at the time in a comparable transaction at such time from Persons who are not Affiliates of the Company; (b) with respect to a Person who is not transaction or series of related transactions involving aggregate payments or value equal to or greater than $75,000,000, the Company shall have delivered an Officers’ Certificate to the Trustee certifying that such an Affiliate transaction or transactions comply with the preceding clause (a); and (iic) if with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $200,000,000, such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction transaction or transactions shall have been approved by a majority of the Disinterested DirectorsMembers of the Board of Directors of the Company. For purposes of this Section 412(a)Notwithstanding the foregoing, any Affiliate Transaction shall be deemed to have satisfied the requirements restrictions set forth in this Section 412(a10.11 shall not apply to: (i) if transactions with or among the Company and the Restricted Subsidiaries; (xii) such Affiliate Transaction is transactions in the ordinary course of business, or approved by a majority of the Disinterested Board of Directors of the Company, between the Company or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, Subsidiary and any Affiliate of the Company that is a joint venture or similar entity; (1iii) the entering into(A) customary directors’ fees, maintaining indemnification and similar arrangements, consulting fees, employee salaries, bonuses or performance of any employment contractagreements, collective bargaining agreementagreements, compensation or employee benefit planarrangements and incentive arrangements with any officer, program director or arrangement, related trust agreement employee of the Company or any other similar arrangement for or with any employee, officer or director heretofore or hereafter Restricted Subsidiary entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, business and (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4B) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 1,000,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, year; (iv) any transaction arising out of agreements or instruments Restricted Payments made in existence on the Issue Date, and any payments made pursuant thereto, compliance with Section 10.09; (v) loans and advances to officers, directors and employees of the Company or any transaction Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business business; (vi) transactions pursuant to agreements in effect on the Issue Date; (vii) any sale, conveyance or other transfer of assets customarily transferred in a Securitization Transaction to a Special Purpose Vehicle; (viii) transactions with customers, clients, suppliers, joint venture partners, joint ventures, including their members or partners, or purchasers or sellers of goods or services, in each case in the ordinary course of business, including pursuant to joint venture agreements, and otherwise in compliance with the terms not of this Indenture which are, in the aggregate (taking into account all the costs and benefits associated with such transactions), materially no less favorable to the Company or the relevant applicable Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or that Restricted Subsidiary with a an unrelated Person who is not an Affiliate or entity, in the good faith determination of the Company, ’s Board of Directors or its senior management, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (viix) any transaction in the ordinary course issuance or sale of business, or approved by a majority Capital Stock (other than Redeemable Capital Stock) of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of capital contribution to the Company controlled by the Company that is a joint venture or similar entity, and Company; (viix) the Transactions and the National Pump Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and payment of all fees and expenses paid or payable relating thereto and the payments to be made by the Company to Holdings in connection with therewith; and (xi) transactions in which Holdings or a Restricted Subsidiary, as the Transactionscase may be, delivers to the Trustee a letter from an accounting, appraisal or investment banking firm of national standing stating that the financial terms of such transaction either (x) are fair to Holdings or such Restricted Subsidiary, as applicable, from a financial point of view (or words of similar import) or (y) meet the requirements of clause (a) of the first paragraph of this Section 10.11.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company, in each case, other than any such transaction or series of related transactions that does not involve consideration in excess of $25.0 million (including the purchaseeach, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tounless: (i) any Restricted Payment Transaction, (1) the entering intoAffiliate Transaction is on terms, maintaining or performance of any employment contracttaken as a whole, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person or, if in the good faith judgment of the Board of Directors 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 financial point of view and when such transaction is taken in its entirety; and (ii) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $75.0 million, 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 of the Company or the Company’s Conflicts Committee (or other committee serving a similar function). (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a): (i) any employment, severance, employee benefit, director or officer indemnification, equity award, equity option or equity appreciation or other compensation agreement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments, awards, grants or issuances of securities pursuant thereto (including any of the foregoing for the benefit of employees, officers and directors of Affiliates of the Company); (ii) transactions between or among any of the Company and its Restricted Subsidiaries; (iii) transactions with a Person who (other than an Unrestricted Subsidiary of the Company) that is not an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or otherwise controls, such Person; (iv) transactions effected in accordance with (a) the terms of agreements or arrangements in effect on the Issue Date, including the Services Agreement, the Partnership Agreement and the other agreements governing the Transactions, (b) any amendment or replacement of any of such agreements or (c) any agreements entered into hereafter that are similar to any of 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, either not materially less advantageous to the Company or not materially less favorable to the Holders than the agreement so amended or replaced or the similar agreement referred to in the preceding clause (a), respectively; (v) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted Subsidiary or Affiliate of the Company,, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (vi) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company, or receipt by the Company of capital contributions from holders of its Equity Interests, or payments to Affiliates with respect to Indebtedness of the Company or any transaction Restricted Subsidiary in accordance with its terms, provided that the Affiliate is treated no more favorably than other holders of such Indebtedness; (vii) Permitted Investments or Restricted Payments that are permitted by Section 4.07; (viii) payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as it may be amended, modified or supplemented from time to time, so long as any such amendment, modification or supplement is no less favorable to the Company in any material respect than the agreement prior to such amendment, modification or supplement; (ix) (a) guarantees by the Company or any of its Restricted Subsidiaries of performance of obligations of Unrestricted Subsidiaries or Joint Ventures in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and (b) pledges by the Company or any Restricted Subsidiary of Capital Stock in Unrestricted Subsidiaries or Joint Ventures for the benefit of lenders or other creditors of Unrestricted Subsidiaries or Joint Ventures as contemplated by clause (9) of the definition of “Permitted Liens” so long as any such transaction described in this clause (b), if involving aggregate consideration in excess of $50.0 million, has been approved by a majority of the disinterested members of the Board of DirectorsDirectors of the Company or the Conflicts Committee of the Company; (x) transactions between the Company and any Person, between a director of which is also a director of the General Partner or, if applicable, 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 director of the General Partner or, if applicable, the Company on any matter involving such other Person; (xi) any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of clause (i) of Section 4.11(a); and (xii) in the case of contracts for supplies, raw materials, inventory or other goods or services or activities reasonably related or ancillary thereto, or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary and any Affiliate of unrelated third parties, or if neither the Company controlled by nor any Restricted Subsidiary has entered into a similar contract with a third party, then the Company terms are no less favorable than those that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited would reasonably be expected to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionsbe available from third parties on an arm’s-length basis.

Limitation on Transactions with Affiliates. (a) The Company Except as otherwise expressly permitted in this Agreement, the Parent Borrower will not, and will not permit any Material Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (transaction, including the any purchase, sale, lease or exchange of any property or the rendering of any service) , with any Affiliate other than a portfolio company of any of the Company Investors or their respective Affiliates (an “Affiliate Transaction”in the ordinary course of business and consistent with past practice) involving consideration in excess of $2,500,000 unless such transaction is (iA) the not otherwise prohibited under this Agreement, and (B) upon terms of such Affiliate Transaction are not materially less favorable to the Company Parent Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who which is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration Affiliate; provided that nothing contained in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction subsection 8.6 shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply toprohibit: (ia) any Restricted Payment Transaction, (1) the Parent Borrower or any Restricted Subsidiary from entering into, modifying, maintaining or performance of performing any employment contractconsulting, management, compensation, collective bargaining agreementbargaining, benefit plan, program benefits or arrangementemployment agreements, related trust agreement or other compensation arrangements with a current or former management member, director, officer, employee or consultant of or to the Parent Borrower or such Restricted Subsidiary or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into Parent in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings savings, or other similar plans, programs or arrangements, (2) the payment of payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity-equity related interests or other equity securities, to any such management members, employees, officers officers, directors or directors in the ordinary course of businessconsultants, (34) the payment of reasonable fees to directors of the Company Parent Borrower or any of its Subsidiaries or any Parent (as determined in good faith (i) approved by the Company Board of Directors of the Parent Borrower or such Subsidiaryany Parent (including the compensation committee thereof), (4ii) in an amount not in excess of $1,000,000 in the aggregate for all such directors in any transaction with an officer fiscal year, or director (iii) in the ordinary course of business not involving more than $100,000 in any one casebusiness), or (5) Management Advances and payments in respect thereof,thereof (or in reimbursement of any expenses referred to in the definition of such term); (iiib) the payment of all amounts in connection with this Agreement or any of the Transactions; (c) the Parent Borrower or any of its Restricted Subsidiaries from entering into, making payments pursuant to and otherwise performing (i) the obligations under the Contribution Agreement and (ii) an indemnification and contribution agreement in favor of any Permitted Holder and each person who is or becomes a director, officer, agent, consultant or employee of the Parent Borrower or any of its Subsidiaries or any Parent, in respect of liabilities (A) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by any Parent (provided that, if such Parent shall own any material assets other than (x) the Capital Stock of the Parent Borrower or another Parent, or (y) other assets relating to the ownership interest by such Parent in the Parent Borrower or another Parent, such liabilities shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion based on the benefit therefrom to the Parent Borrower and its Subsidiaries, of such liabilities relating or allocable to the ownership interest of such Parent in the Parent Borrower or another Parent and such other related assets) or the Parent Borrower or any of its Subsidiaries, (B) incurred to third parties for any action or failure to act of the Parent Borrower or any of its Subsidiaries or any Parent or any of their predecessors or successors, (C) arising out of the performance by any Affiliate of the Investors of management, consulting or financial advisory services provided to the Parent Borrower or any of its Subsidiaries or any Parent, (D) arising out of the fact that any indemnitee was or is a director, officer, agent, consultant or employee of the Parent Borrower or any of its Subsidiaries or any Parent, or is or was serving at the request of any such Person as a director, officer, agent, consultant or employee of another corporation, partnership, joint venture, trust, enterprise or other Person or (E) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Parent Borrower or any of its Subsidiaries or any Parent; (d) any transaction with issuance or sale of Capital Stock of the Company, Parent Borrower or any Parent or capital contribution to the Parent Borrower or any Restricted Subsidiary; (e) (1) the execution, delivery and performance of any Transaction Agreement, and (2) payments to the Investors or any of their respective Affiliates (x) for any management, consulting, financial or advisory services, or in respect of financing, underwriting or placement services, or in respect of other investment banking activities (if any), pursuant to consulting or other agreements of up to $5,000,000 in any Receivables Entity, fiscal year, (ivy) in connection with any transaction arising out of agreements acquisition, disposition, merger, amalgamation, recapitalization or instruments in existence on the Issue Datesimilar transactions, and any which payments are made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company Transaction Agreements or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or are approved by a majority of the Board of DirectorsDirectors in good faith, between and (z) of all out-of-pocket expenses, indemnifications and contributions incurred in connection with such services or activities; (f) the Company execution, delivery and performance of agreements or instruments as set forth on Schedule 8.6; (g) (i) any transaction (x) among any of the Loan Parties, (y) among any of the Non-Loan Parties, or (z) among any of the Loan Parties and the Restricted Subsidiaries, in the case of this clause (z) in the ordinary course of business and consistent with past practice, (ii) any Restricted Subsidiary Payment Transaction, (iii) any transaction permitted by subsection 8.1(c) or 8.1(f) and (iv) any Affiliate of the Company controlled transaction permitted by the Company that is a joint venture or similar entity, andsubsection 8.3; (viih) the Transactions, Transactions and all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of International Paper, the Holding Parent, the Investors and their Affiliates; and (i) any transaction in the ordinary course of business and consistent with past practice between the Parent Borrower or any Restricted Subsidiary and any Affiliate of the Parent Borrower controlled by the Parent Borrower that is a joint venture or similar entity.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “"Affiliate Transaction”) unless "): (i) the on terms of such Affiliate Transaction that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in a transaction arm's-length dealings with a Person who is not such an Affiliate and (ii) if that, in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $15.0 15 million, the terms of such Affiliate Transaction have is not in writing and has not been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a)In addition, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority involves an amount in excess of the Disinterested Directors or (y) in the event there are no Disinterested Directors$30 million, a fairness opinion is must be provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transactionfirm. (b) The provisions of Section 412(a4.07(a) will shall not apply to: prohibit: (i) any Restricted Payment Transaction, or Permitted Investment permitted to be paid pursuant to Section 4.04, (1ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the entering intofunding of, maintaining or performance indemnities provided under, employment arrangements, stock options and stock ownership plans approved by the Board of any employment contractDirectors, collective bargaining agreement, benefit plan, program (iii) loans or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into advances to employees in the ordinary course of businessbusiness in accordance with past practices of the Company, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangementsbut in any event not to exceed $2 million in the aggregate outstanding at any one time, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3iv) the payment of reasonable fees to to, and indemnities provided on behalf of, directors of the Company or any of and its Subsidiaries (as determined in good faith by who are not employees of the Company or such Subsidiary)its Subsidiaries, (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries or (vi)arrangements in existence as of the ordinary course Effective Date with Persons that employ staff providers and which provide service exclusively on behalf of business on terms the Company and its Subsidiaries, which arrangements are not materially less favorable material to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in and its Subsidiaries taken as a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionswhole.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (each, an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tounless: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business Affiliate Transaction is on terms not materially that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or such Restricted Subsidiary with a an unrelated Person who is not an Affiliate or, if in the good faith judgment of the Board of Directors 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 financial point of view; and (vi2) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph of this Section 4.11: (1) any transaction employment, equity award, equity option or equity appreciation agreement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (2) transactions between or among any of the Company and its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person; (4) transactions effected in accordance with the terms of agreements that are in effect on the Initial Issuance Date, and any amendment or replacement of any of such agreements so long as such amendment or replacement agreement is no less advantageous to the Company and its Restricted Subsidiaries in any material respect than the agreement so amended or replaced; (5) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (6) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company; (7) Permitted Investments or Restricted Payments that are permitted by Section 4.07; (8) payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on the Initial Issuance Date and as it may be amended, provided that any such amendment is not less favorable to the Company in any material respect than the agreement prior to such amendment; and (9) in the case of contracts for the purchase or sale of Hydrocarbons or activities or services reasonably related thereto, or approved other operational 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 a majority of the Board of Directors, between the Company or any of its Restricted Subsidiary and any Affiliate of Subsidiaries with third parties or otherwise on terms not materially less favorable to the Company controlled by the Company and its Restricted Subsidiaries than those that is would be available in a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection transaction with the Transactionsan unrelated third party.

Limitation on Transactions with Affiliates. (a) The Company will notEnter into any transaction, and will not permit including, without limitation, any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) , with any Affiliate of the Company Borrower unless such transaction is (an “Affiliate Transaction”a) unless otherwise permitted under this Agreement, and (ib) the upon terms of such Affiliate Transaction are not materially no less favorable to the Company Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time it would obtain in a comparable arm’s length transaction with a Person who which is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration Affiliate; provided that nothing contained in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction subsection 8.11 shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply toprohibit: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company Borrower or any of its Subsidiaries (as determined in good faith by the Company from entering into or such Subsidiary)performing any consulting, (4) any transaction management or employment agreements or other compensation arrangements with an a director, officer or director employee of Holding or any of its Subsidiaries, provided that the annual aggregate base compensation with respect to any such director, in its capacity as such, is not in excess of $500,000; (ii) the ordinary course payment of business not involving more than $100,000 transaction expenses in any one case, or (5) Management Advances connection with this Agreement and payments in respect thereof,the other transactions related hereto and thereto; (iii) the Borrower or any transaction of its Subsidiaries from entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of each person who becomes a director, officer, agent or employee of Holding, the Borrower or any of their respective Subsidiaries, in respect of liabilities (A) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by Holding, the CompanyBorrower or any of their Subsidiaries, (B) incurred to third parties for any Restricted Subsidiaryaction or failure to act of Holding, the Borrower or any of their Subsidiaries, predecessors or successors, (C) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of Holding, the Borrower or any of their Subsidiaries, or is or was serving at the request of any Receivables Entity,such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (D) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of Holding, the Borrower or any of their Subsidiaries; (iv) the Borrower or any transaction arising out of its Subsidiaries from performing any agreements or instruments in existence commitments with or to any Affiliate existing on the Issue Date, Closing Date and any payments made pursuant thereto,described on Schedule 8.11(v); (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company permitted under subsection 8.3(k), 8.4(c), 8.4(d), 8.4(k), 8.5, 8.7, 8.9(e), or the relevant Restricted Subsidiary than those that could be obtained at the time in a 8.9(k), or any transaction with a Person who is not an Affiliate Wholly Owned Subsidiary of the Company,Borrower; or (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company Borrower or any Restricted Subsidiary and any Affiliate of its Subsidiaries from performing its obligations under the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the TransactionsTax Sharing Agreement.

Limitation on Transactions with Affiliates. (a) The Company will Partnership shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or conduct suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, transfer, disposition, purchase, saleexchange or lease of assets, lease or exchange of any property or services), other than as provided for in the rendering of any service) with Operative Agreements, with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”) Partnership, unless (i1) such transaction or series of related transactions is between the Partnership and its Wholly-Owned Restricted Subsidiaries or between two Wholly-Owned Restricted Subsidiaries or (2) (a) such transaction or series of related transactions is on terms of such Affiliate Transaction that are not materially no less favorable to the Company Partnership or such Restricted Subsidiary, as the case may be, than those that could be which would have been obtained at the time in a comparable transaction with at such time from Persons who are not Affiliates of the Partnership or a Person who is not such an Affiliate Restricted Subsidiary and (iib) if such Affiliate Transaction involves with respect to a transaction or series of transactions involving aggregate consideration in excess of payments or value equal to or greater than $15.0 15 million, the terms Partnership shall have delivered an Officers’ Certificate to the Trustee certifying that such transaction or series of transactions complies with the preceding clause (a) and that such Affiliate Transaction have transaction or series of transactions has been approved by a majority of the Disinterested Directors. For purposes Board of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied Directors of the requirements set forth in this Section 412(a) if General Partner (x) such Affiliate Transaction is approved by including a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors); provided, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of however, that this Section 412(a) 10.11 will not apply to: restrict the Partnership, any Restricted Subsidiary or the General Partner from entering into (iA) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit planstock option agreement, program or arrangement, related trust restricted stock agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors agreement in the ordinary course of business, (3B) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith transactions permitted by the Company or such Subsidiary), provisions of this Indenture set forth in Sections 10.10 hereof and (4C) any transaction with an officer or director transactions in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with reinsuring the Transactionsself-insurance programs or other similar forms of retained insurable risks of the retail propane business operated by the Partnership, its Subsidiaries and Affiliates.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (each, an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tounless: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business Affiliate Transaction is on terms not materially that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could be would have been obtained at the time 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 $15.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $30.0 million, a Person who is not resolution of the Board of Directors of the Company 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 of the Company,. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph of this Section 4.11: (vi1) any transaction employment agreement or arrangement, equity award, equity option or equity appreciation agreement or plan, employee benefit plan, officer or director indemnification agreement, severance agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business, and payments, awards, grants or approved by a majority issuances of securities pursuant thereto; (2) transactions between or among any of the Board Company and its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of Directorsthe Company) that is an Affiliate of the Company solely because the Company owns, directly or indirectly, an Equity Interest in, or otherwise controls, such Person; (4) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (5) sales of Equity Interests (other than Disqualified Stock) to, or receipt of capital contributions from, Affiliates of the Company; (6) any Permitted Investments or Restricted Payments that are permitted by Section 4.07; (7) transactions between the Company or any of its Restricted Subsidiaries and any Person that would not otherwise constitute an Affiliate Transaction except for the fact that one director of such other Person is also a director of the Company or such Restricted Subsidiary, as applicable; provided that such director abstains from voting as a director of the Company or such Restricted Subsidiary, as applicable, on any matter involving such other Person; (8) the existence of, and the performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of, any written agreement to which the Company or any of its Restricted Subsidiaries is a party on the date of this Indenture and which is described in the Offering Memorandum, as such agreements may be amended, modified or supplemented from time to time; provided, however, that any amendment, modification or supplement entered into after the date of this Indenture will be permitted to the extent that its terms are not materially more disadvantageous, taken as a whole, to the Holders of the Notes than the terms of the agreements in effect on the date of this Indenture; (9) any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of clause (1) of this Section 4.11; and (10) (a) guarantees by the Company or any of its Restricted Subsidiaries of performance of obligations of the Company’s Unrestricted Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and (b) pledges by the Company or any Restricted Subsidiary and any Affiliate of Equity Interests in Unrestricted Subsidiaries for the benefit of lenders or other creditors of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the TransactionsCompany’s Unrestricted Subsidiaries.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments in excess of $25,000,000 with any Affiliate of the Company (an “Affiliate Transaction”) unless such transaction is on terms: (i1) the terms of such Affiliate Transaction that are not materially no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in a transaction arm’s length dealings with a Person who is not such an Affiliate and Affiliate, (ii2) if that, in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $15.0 million50,000,000, (A) are set forth in writing, the terms of such Affiliate Transaction and (B) have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority members of the Disinterested Board of Directors or (y) having no personal stake in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a4.11(a) will not apply toprohibit: (i1) any Permitted Investment, (2) any Restricted Payment Transactionpermitted to be paid or made pursuant to Section 4.07, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment any issuance of reasonable fees to directors shares of Capital Stock of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), Company, (4) any transaction agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged or consolidated with or into the Company or a Restricted Subsidiary, as such agreement may be amended, modified, supplemented, extended or renewed from time to time; provided that such agreement was not entered into in contemplation of such acquisition, merger or consolidation, and so long as any such amendment, modification, supplement, extension or renewal, when taken as a whole, is not materially more disadvantageous to the Holders, in the reasonable determination of an officer Officer of the Company, than the applicable agreement as in effect on the date of such acquisition, merger or consolidation, (5) any employment arrangements, employee benefit plans or arrangements (including pension plans, health and life insurance plans, retiree medical plans, deferred compensation plans, indemnification agreements, stock options and restricted stock awards and stock ownership plans) or related trust agreements or similar arrangements, in each case, approved by the Board of Directors and any grant or issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, any of the foregoing, (6) (i) reimbursement of officer, director and employee travel and lodging costs and other business expenses incurred in the ordinary course of business not involving more than $100,000 in any one caseand (ii) loans and advances to officers, or (5) Management Advances directors and payments in respect thereofemployees of the Company and Restricted Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes, (iii7) any transaction with the Companypayment of fees and other compensation to, any Restricted Subsidiaryand customary indemnities provided to, officers, employees and directors of the Company or any Receivables Entityits Subsidiaries, (iv) 8) any transaction arising out between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, (9) the provision by Persons who may be deemed Affiliates of agreements the Company of investment advisory services to the Company or instruments its Restricted Subsidiaries with respect to the Company’s or its Restricted Subsidiaries’ employee benefit plans, (10) transactions pursuant to any contract, agreement or instrument in existence effect on the Issue Date, as amended, modified or replaced from time to time, so long as the amended, modified or new agreements, taken as a whole, are no less favorable to the Company and any payments made pursuant thereto,the Restricted Subsidiaries than those in effect on the Issue Date, or (v11) any transaction transactions with customers, clients, suppliers or purchasers or sellers of goods or services in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions and its Restricted Subsidiaries and otherwise in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection compliance with the Transactionsterms of this Indenture.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) unless unless: (i) the terms of such Affiliate Transaction is on terms that are not materially less favorable to the Company or such its relevant Restricted Subsidiary, as the case may be, Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis 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 such Restricted Subsidiary from a Person who financial point of view and when such transaction is not such an Affiliate and taken in its entirety; and (ii) if such with respect to any Affiliate Transaction involves or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $15.0 million2,000,000 per annum, the terms of such Affiliate Transaction transaction have been approved by a majority of the Disinterested members of the Board of Directors. For purposes of this Section 412(a), any Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in of clause (ii) of this Section 412(a3.11(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in disinterested directors of the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate TransactionCompany. (b) The provisions of Section 412(a3.11(a) will hereof shall not apply toto the following: (i) (A) transactions between or among the Company or any of its Restricted Payment TransactionSubsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction); (ii) payments by the Company or any of its Restricted Subsidiaries, (A) to reimburse for any out-of-pocket costs and expenses incurred in connection with the provision of any management, advisory, consulting or other similar services, (B) for indemnification and similar expenses, (C) for customary compensation to Affiliates in connection with financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, which payments are approved by the majority of the Board of Directors in good faith, (1iii) (A) employment agreements, employee benefit and incentive compensation plans and arrangements, and (B) the entering intopayment of reasonable and customary fees and compensation paid to, maintaining and indemnities and reimbursements and employment and severance arrangements; (iv) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an independent financial advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, 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 unrelated Person on an arm’s- length basis; (v) any agreement or arrangement as in effect as of the Issue Date, or any amendment or replacement thereto (so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the Company to the Holders when taken as a whole as compared to the applicable agreement or arrangement as in effect on the Issue Date); (vi) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders, shareholders, investor rights or similar 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 that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (vi) to the extent that the terms of any employment contractsuch amendment or new agreement are not otherwise, collective bargaining agreementwhen taken as a whole, benefit planmaterially disadvantageous in the good faith judgment of the Company to the Holders than those in effect on the Issue Date; (vii) the Merger and the payment of all fees and expenses related to the Merger; (viii) transactions with customers, program clients, suppliers, contractors, joint venture partners or arrangementpurchasers or sellers of goods or services or providers of employees or other labor that are Affiliates, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in each case in the ordinary course of businessbusiness or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries, including vacationin the reasonable determination of the Company, healthor are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (ix) the issuance or transfer of (A) any Equity Interests and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (x) sales of accounts receivable, insuranceor participations therein, deferred compensationor accounts receivable, severance, retirement, savings royalty or other similar plans, programs or arrangements, (2) the revenue streams and other rights to payment of compensation, performance of indemnification or contribution obligationsand any other assets, or other transactions, in connection with any issuanceIndebtedness permitted under this Indenture; (xi) any payments pursuant to any management equity plan or stock or share option plan or any other management or employee benefit plan or agreement or any stock or share subscription or shareholder agreement that are, grant in each case, approved by the Company in good faith; and any employment agreements, stock or award of stockshare option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements that are, optionsin each case, other equity-related interests approved by the Company in good faith; (xii) (A) investments by Affiliates in securities or loans or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors Indebtedness of the Company or any of its Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as determined in good faith the investment is being offered by the Company or such Subsidiary)Restricted Subsidiary generally to other investors on the same or more favorable terms, and payments to Affiliates in respect of securities or loans or other Indebtedness of the Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause (4A) or that were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (xiii) payments to or from, and transactions with, any transaction with an officer customers, clients, joint ventures or director joint venture partners, suppliers, purchasers or sellers of goods or services in the ordinary course of business not involving more than $100,000 in or consistent with past practice (including, without limitation, any one casecash management activities related thereto); (xiv) payments by the Company and its Subsidiaries pursuant to, or (5) Management Advances the entry into, tax sharing agreements among the Company and payments in respect thereof,its Subsidiaries; (iiixv) any transaction with lease entered into between the Company or any of its Restricted Subsidiaries, as lessee, and any Affiliate of the Company, any Restricted Subsidiaryas lessor, or any Receivables Entity,which is approved by the Company in good faith; (ivxvi) any transaction arising out of non-exclusive intellectual property licenses and research and development agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable or consistent with past practice; (xvii) the payment of customary fees and reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to equityholders of the Company pursuant to any equityholders, registration rights or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction similar in the ordinary course of business, business to the extent attributable to the ownership or approved by a majority operation of the Board of Directors, between Company and its Restricted Subsidiaries; (xviii) [Reserved]; and (xix) (A) any transactions with a Person which would constitute an Affiliate Transaction solely because the Company or any its Restricted Subsidiary and any owns an equity interest in or otherwise controls such Person or (B) transactions with a Person which would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Company; provided that such director abstains from voting as a director of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (on any matter including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionssuch other Person.

Limitation on Transactions with Affiliates. (a) The Company Parent Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company Parent Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $50,000,000 unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company Parent Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million50,000,000, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Board of Directors. For purposes of this Section 412(a)8.6, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) 8.6 if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a8.6(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former employee, officer or director or consultant of or to the Parent Borrower, any Restricted Subsidiary or any Parent heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans or any issuance, grant or award of stock, options, other equity-related interests or other securities, to any such employees, officers officers, directors or directors consultants in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company Parent Borrower or any of its Subsidiaries or any Parent (as determined in good faith by the Company Parent Borrower, such Subsidiary or such SubsidiaryParent, in each case), (4) any transaction with an officer or director of the Parent Borrower or any of its Subsidiaries or any Parent in the ordinary course of business (x) not involving more than $100,000 1,000,000 in any one casecase or (y) approved by a majority of the Board of Directors, or (5) Management Advances and payments in respect thereofthereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction with between or among any of the CompanyParent Borrower, any one or more Restricted Subsidiary, Subsidiaries or any Receivables Entityone or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Issue Closing Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Parent Borrower and its Restricted Subsidiaries as determined in good faith by the Parent Borrower, or are not materially less favorable to the Company Parent Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the CompanyParent Borrower, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company Parent Borrower or any Restricted Subsidiary and any Affiliate of the Company Parent Borrower controlled by the Company Parent Borrower that is a Franchisee, a Franchise Special Purpose Entity, a joint venture or similar entity, (vii) [Reserved], (viii) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Parent Borrower or any Parent or capital contribution to the Parent Borrower or any Restricted Subsidiary, and (viiix) transactions between the TransactionsParent Borrower and its Restricted Subsidiaries, all transactions in connection therewith (including but not limited on the one hand, and the Plan Sponsors, on the other hand, with respect to the financing thereof), and all fees and expenses paid or payable in connection with the TransactionsAmex GBT Contracts.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the sale, transfer, disposition, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with, or for the rendering benefit of, any of any serviceits Affiliates involving aggregate consideration in excess of $10,000,000, except: (a) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the on terms of such Affiliate Transaction that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that which could be have been obtained at the time in a comparable transaction at such time from Persons who are not Affiliates of the Company; (b) with respect to a Person who is not transaction or series of related transactions involving aggregate payments or value equal to or greater than $75,000,000, the Company shall have delivered an Officers’ Certificate to the Trustee certifying that such an Affiliate transaction or transactions comply with the preceding clause (a); and (iic) if with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $200,000,000, such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction transaction or transactions shall have been approved by a majority of the Disinterested DirectorsMembers of the Board of Directors of the Company. For purposes of this Section 412(a)Notwithstanding the foregoing, any Affiliate Transaction shall be deemed to have satisfied the requirements restrictions set forth in this Section 412(a10.11 shall not apply to: (i) if transactions with or among the Company and the Restricted Subsidiaries; (xii) such Affiliate Transaction is transactions in the ordinary course of business, or approved by a majority of the Disinterested Board of Directors of the Company, between the Company or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, Subsidiary and any Affiliate of the Company that is a joint venture or similar entity; (1iii) the entering into(A) customary directors’ fees, maintaining indemnification and similar arrangements, consulting fees, employee salaries, bonuses or performance of any employment contractagreements, collective bargaining agreementagreements, compensation or employee benefit planarrangements and incentive arrangements with any officer, program director or arrangement, related trust agreement employee of the Company or any other similar arrangement for or with any employee, officer or director heretofore or hereafter Restricted Subsidiary entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, business and (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4B) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 1,000,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, year; (iv) any transaction arising out of agreements or instruments Restricted Payments made in existence on the Issue Date, and any payments made pursuant thereto, compliance with Section 10.09; (v) loans and advances to officers, directors and employees of the Company or any transaction Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business business; (vi) transactions pursuant to agreements in effect on the Issue Date; (vii) any sale, conveyance or other transfer of assets customarily transferred in a Securitization Transaction to a Special Purpose Vehicle; (viii) transactions with customers, clients, suppliers, joint venture partners, joint ventures, including their members or partners, or purchasers or sellers of goods or services, in each case in the ordinary course of business, including pursuant to joint venture agreements, and otherwise in compliance with the terms not of this Indenture which are, in the aggregate (taking into account all the costs and benefits associated with such transactions), materially no less favorable to the Company or the relevant applicable Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or that Restricted Subsidiary with a an unrelated Person who is not an Affiliate or entity, in the good faith determination of the Company, ’s Board of Directors or its senior management, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (viix) any transaction in the ordinary course issuance or sale of business, or approved by a majority Capital Stock (other than Redeemable Capital Stock) of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of capital contribution to the Company controlled by the Company that is a joint venture or similar entity, and Company; (viix) the Transactions and the National Pump Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and payment of all fees and expenses paid or payable relating thereto and the payments to be made by the Company to Holdings in connection with therewith; and (xi) transactions in which Holdings or a Restricted Subsidiary, as the Transactionscase may be, delivers to the Trustee a letter from an accounting, appraisal or investment banking firm of national standing stating that the financial terms of such transaction either (x) are fair to Holdings or such Restricted Subsidiary, as applicable, from a financial point of view (or words of similar import) or (y) meet the requirements of clause (a) of the first paragraph of this Section 10.11.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “"Affiliate Transaction”") unless on terms (i) the terms of such Affiliate Transaction that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time of such transaction in a transaction arm's-length dealings with a Person who is not such an Affiliate and (ii) if that, in the event such Affiliate Transaction involves an aggregate consideration amount in excess of $15.0 million10,000,000, the terms of such Affiliate Transaction have not been approved by a majority of the Disinterested Directorsmembers of the Board of Directors having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. For purposes of this Section 412(a)paragraph, any transaction or series of related transactions with any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) paragraph if (x) such Affiliate Transaction transaction or series of related transactions is approved by a majority of the Disinterested members of the Board of Directors having no material direct or indirect financial interest in or with respect to such Affiliate Transaction, or (y) in the event there are no Disinterested Directorssuch directors without any such interest, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transactiontransaction or series of related transactions. (b) The provisions of Section 412(a4.07(a) will shall not apply to: : (i) any Restricted Payment Transactionpermitted pursuant to, or any other payment or transaction permitted by, Section 4.04 or any Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(ix), or any payments in respect thereof, (ii) 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 approved by the Board of Directors, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3iii) the payment of reasonable fees to directors of the Company or any of and its Subsidiaries (as determined in good faith by who are not employees of the Company or such Subsidiary)its Subsidiaries, (4iv) any transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, (v) any transaction with an officer or director member of the board of directors of the Company, RIC Holding or Holding not covered by clause (ii) above entered into in the ordinary course of business (x) involving compensation or employee benefit arrangements or (y) not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (ivvi) any transaction arising out of agreements or instruments as in existence on the 1997 Notes Issue Date, including but not limited to the Indemnification Agreement and any payments made pursuant thereto, , (vvii) payment to CD&R or any transaction Affiliate of CD&R of fees in an aggregate amount not to exceed $1,000,000 in any fiscal year plus all reasonable out-of-pocket expense incurred by CD&R or any such Affiliate in connection with its performance of management consulting, monitoring and financial advisory services with respect to Holding, RIC Holding, the ordinary course Company and its Restricted Subsidiaries, and (viii) loans and advances (or guarantees in respect thereof and payments thereunder) made to officers or employees of business on terms not materially less favorable to Holding, RIC Holding, the Company or the relevant any Restricted Subsidiary than those that could be obtained at the time Subsidiary, or guarantees made on their behalf (and payments thereunder), (A) in a transaction with a Person who is not an Affiliate respect of the Company, (vi) any transaction travel, entertainment and moving-related expenses incurred in the ordinary course of business, or approved by a majority (B) in respect of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and moving-related expenses paid or payable incurred in connection with any closing or consolidation of any facility and (C) in the Transactionsordinary course of business not exceeding $2,500,000 in the aggregate outstanding at any time.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary of its Recourse Subsidiaries to, directly or indirectly, enter into or conduct engage in any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless involving aggregate payments or consideration in excess of $10,000,000, unless: (i) the terms of such Affiliate Transaction transaction are not materially less favorable when taken as a whole to the Company or such Subsidiary as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm’s-length dealings with an unrelated third Person, and (ii) to the extent that such transaction (other than Indebtedness issued by the Company which is permitted under Section 11.2) is known by the Board of Directors of the Company to involve an Affiliate of the Company, other than any purchase or sale of inventory in the ordinary course of business, involving aggregate payments or other consideration in excess of $20,000,000, such transaction has been approved (and the value of any noncash consideration has been determined) by all of the independent members of the Board of Directors of the Company and the Company delivers to the Administrative Agent a certificate executed by a Responsible Officer evidencing such approval (provided that if no member of the Board of Directors of the Company is independent, the Company may deliver to the Administrative Agent a letter from a nationally recognized investment banking firm stating that the financial terms of such transaction are fair to the Company from a financial point of view or meets the requirements of Section 11.10(a)(i)). (b) Nothing contained in this Section 11.10 shall prohibit: (i) the Company from making Restricted SubsidiaryPayments permitted by Section 11.7; (ii) any transaction under the Company Tax Sharing Agreement; (iii) [Intentionally Omitted.]; (iv) any transaction with an officer, director, manager, employee or consultant of the Company, of Parent or of any Subsidiary of the Company (including compensation or employee benefit arrangements with any such officer, director, manager, employee or consultant in the ordinary course of business); (v) any business or transaction with a Permitted Joint Venture between the Company or any of its Subsidiaries, on the one hand, and a third party that is not directly or indirectly controlled by an Affiliate of the Company, on the other hand; (vi) any transaction pursuant to which a Parent or any Affiliate of the Company will provide the Company and its Subsidiaries at their request and at the cost to such Parent or such Affiliate with certain allocated services, including services to be purchased from third party providers, such as legal and accounting services, tax, consulting, financial advisory, corporate governance, insurance coverage and other services; (vii) payments by the Company or a Subsidiary of the Company to a Parent or any Affiliate of the Company for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Company in good faith; (viii) [Intentionally Omitted.]; (ix) transactions in which the Company or any Recourse Subsidiary of the Company, as the case may be, than those delivers to the Administrative Agent a letter from a nationally recognized investment banking firm stating that could be obtained at such transaction is fair to the time in Company or such Subsidiary from a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess financial point of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied view or meets the requirements set forth in this of Section 412(a) if 11.10(a)(i); (x) such Affiliate Transaction is approved investments by a majority Parent or any Affiliate of the Disinterested Directors or Company in securities (yother than Capital Stock) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Recourse Subsidiaries so long as (as determined in good faith i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment to be held by the Company such Parent or such Subsidiary), Affiliate constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities; (4xi) any transaction with an officer Affiliate in which the consideration paid by the Company or director any Recourse Subsidiary of the Company consists only of Capital Stock of Revlon (other than Redeemable Stock or Exchangeable Stock); (xii) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services that are Affiliates, in each case, in the ordinary course of business not involving more than $100,000 and otherwise in any one case, or (5) Management Advances compliance with the terms of this Agreement that are fair to the Company and payments in respect thereof, (iii) any transaction with the Recourse Subsidiaries of the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority good faith determination of the Board of DirectorsDirectors or the senior management of the Company, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (xiii) [Intentionally Omitted.]; (xiv) any transaction contemplated by Section 11.7 (v) or Section 11.7 (vi); and (xv) any transaction between the Company or any Restricted a Subsidiary and any Affiliate of the Company controlled by and its own employee stock ownership plan and the issuance or transfer of Non-Convertible Capital Stock of the Company that is a joint venture to Revlon or similar entityto any director, and manager, officer, employee or consultant of the Company, its Subsidiaries or any direct or indirect parent company thereof (vii) the Transactionsor their estates, all transactions in connection therewith (including but not limited to the financing thereofspouses or former spouses), and all fees and expenses paid or payable in connection with the Transactions.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit permit, cause or suffer any Restricted Subsidiary to, directly or indirectly, conduct any business, 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, loan, advance or conduct Guarantee or engage in any other transaction (or series of related transactions (including which are similar or part of a common plan) with or for the purchase, sale, lease or exchange benefit of any property of their respective Affiliates or any beneficial owner of 10% or more of the rendering of any service) with any Affiliate Common Stock of the Company or any officer or director of the Company or any Subsidiary (each, an “"Affiliate Transaction”) "), unless (i) the terms of such the Affiliate Transaction are not materially set forth in writing and are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could would be obtained at the time available in a comparable transaction with a Person who is not such an Affiliate and (ii) if such unaffiliated third party. Each Affiliate Transaction involves (or series of related Affiliate Transactions) involving aggregate payments and/or other consideration having Fair Market Value (i) in excess of $15.0 million1 million shall be approved by a majority of the Board, such approval to be evidenced by a Board Resolution stating that the Board has determined that such transaction or transactions comply with the foregoing provisions, (ii) in excess of $5 million shall further require the approval of a majority of the Disinterested Directors and (iii) in excess of $10 million shall further require that the Company obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction have been approved by (or series of related Affiliate Transactions) are fair to the Company or the Restricted Subsidiary, as the case may be, from a majority financial point of view; provided, that this clause (iii) shall not apply to purchases of goods and/or services in the ordinary course of the Disinterested DirectorsCompany's business, and on terms no less favorable to the Company than those customarily granted to purchasers of such goods and/or services, from Paradyne Corporation or Xylan Corporation. For purposes of this Section 412(a)10.14, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) as to which a written opinion has been obtained from an Independent Financial Advisor, on the basis set forth in the event there preceding sentence, shall be deemed to be on terms that are no Disinterested Directorsless favorable to the Company or such Restricted Subsidiary, as the case may be, than would be available in a fairness opinion is provided by a nationally recognized appraisal or investment banking firm comparable transaction with respect to such Affiliate Transaction. (b) The provisions of an unaffiliated third party and, therefore, shall be permitted under this Section 412(a) will 10.14. Notwithstanding the foregoing, the restrictions set forth in this Section 10.14 shall not apply to: to (i) transactions with or among, or solely for the benefit of, the Company and/or any of the Restricted Subsidiaries, provided that in any such case, no officer, director or beneficial owner of 10% or more of any class of Capital Stock of the Company shall beneficially own any Capital Stock of any such Restricted Subsidiary, (ii) transactions pursuant to agreements and arrangements existing on the Issue Date and specified on a schedule to the Indenture, (iii) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or made in compliance with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangementsSection 10.13, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3iv) the payment of reasonable and customary regular fees to directors of the Company or any Restricted Subsidiary who are not employees of its Subsidiaries the Company or any Restricted Subsidiary, (as determined in good faith v) employment agreements, stock option agreements and indemnification arrangements entered into by the Company or such Subsidiary), (4) any transaction with an officer or director of its Restricted Subsidiaries in the ordinary course of business not involving more than $100,000 in any one caseand consistent with industry practice, or (5vi) Management Advances the granting and payments in respect thereof, (iii) any transaction with performance of registration rights for securities of the Company, (vii) loans and advances to officers, directors and employees of the Company or any Restricted SubsidiarySubsidiary for travel, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments entertainment, moving and other relocation expenses, in existence on the Issue Date, and any payments each case made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction and consistent with a Person who is not an Affiliate of the Company, industry practice, and (viviii) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the TransactionsPermitted Investment.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former employee, officer or director or consultant of or to the Company, any Restricted Subsidiary or any Parent heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans or any issuance, grant or award of stock, options, other equity-related interests or other securities, to any such employees, officers officers, directors or directors consultants in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries or any Parent (as determined in good faith by the Company Company, such Subsidiary or such SubsidiaryParent), (4) any transaction with an officer or director of the Company or any of its Subsidiaries or any Parent in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereofthereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction with between or among any of the Company, any one or more Restricted SubsidiarySubsidiaries, or any Receivables Entityone or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Issue DateDate (other than any Tax Sharing Agreement or Transaction Agreement referred to in Section 412(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Company and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Company, or are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company, (vi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and, (vii) (1) the execution, delivery and performance of any Tax Sharing Agreement and any Transaction Agreements, and (2) payments to CD&R, Tyco or any of their respective Affiliates (w) of fees of $30.0 million in the aggregate, plus out-of-pocket expenses, in connection with the Transactions, (x) for any management consulting, financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, of up to $7.5 million in any fiscal year (or such other amount as may be approved by a majority of the Disinterested Directors), (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Transaction Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Company or any capital contribution to the Company, and (x) (1) any investment by any CD&R Investor in securities of the Company or any of its Restricted Subsidiaries so long as (i) such securities are being offered generally to other investors on the same or more favorable terms and (ii) such investment by all CD&R Investors constitutes less than 5% of the proposed or outstanding issue amount of such class of securities and (2) any investment by any member of the Tyco Group in securities of the Company or any of its Restricted Subsidiaries so long as (i) such securities are being offered generally to other investors on the same or more favorable terms and (ii) such investment by all members of the Tyco Group constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or conduct permit to exist any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with with, or for the benefit of, any Affiliate of the Company its Affiliates (each an “Affiliate Transaction”), involving aggregate payment of consideration in excess of $5.0 million other than: (1) unless Affiliate Transactions permitted pursuant to Section 4.11(c); and (i2) the Affiliate Transactions on terms of such Affiliate Transaction that are not materially no less favorable to 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 or such Restricted Subsidiary. (b) In addition, all Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $7.5 million shall be approved by the Board of Directors of the Company or any direct or indirect parent of the Company or such Subsidiary, as the case may be, than those that could such approval to be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved evidenced by a majority Board Resolution stating that such Board of Directors has determined that such transaction complies with the Disinterested Directors. For purposes provisions of this Section 412(a4.11(a), any Affiliate Transaction shall be deemed to have satisfied the requirements . (c) The restrictions set forth in this Section 412(aSections 4.11(a) if (xand 4.11(b) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will hereof shall not apply to: (i1) any Restricted Payment Transaction, (1) the entering into, maintaining employment or performance of any employment contract, collective bargaining consulting agreement, employee benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore indemnification agreement or hereafter any similar arrangement entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of by the Company or any of its Restricted Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 or approved in any one case, or (5) Management Advances good faith by the Board of Directors of the Company and payments in respect thereof,pursuant thereto and the issuance of Equity Interests of the Company (other than Disqualified Capital Stock) to directors and employees pursuant to stock option or stock ownership plans; (iii2) transactions between or among the Company and any transaction with the Company, any of its Restricted Subsidiary, Subsidiaries or any Receivables Entity,between or among such Restricted Subsidiaries; (iv3) any transaction arising out transactions between the Company or one of agreements or instruments in existence on the Issue Date, its Restricted Subsidiaries and any payments Person in which the Company or one of its Restricted Subsidiaries has made pursuant thereto, (v) any transaction an Investment in the ordinary course of business and such Person is an Affiliate solely because of such Investment; (4) transactions between the Company or one of its Restricted Subsidiaries and any Person in which the Company or one of its Restricted Subsidiaries holds an interest as a joint venture partner and such Person is an Affiliate because of such interest; (5) any agreement as in effect as of the Issue Date or any amendment thereto or any transactions or payments contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on terms not materially less favorable the Issue Date (as determined by the Board of Directors of the Company in good faith); (6) Restricted Payments permitted by this Indenture; (7) sales of Qualified Capital Stock and capital contributions to the Company from one or more holders of its Capital Stock; (8) the existence of, or the relevant performance by the Company or any of its Restricted Subsidiary than those that could be obtained at Subsidiaries of its obligations under the time in terms of, any stockholders’ agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a transaction with a Person who is not an Affiliate party as of the Company, (vi) Issue Date and any transaction in similar agreements which it may enter into thereafter; provided, however, that the ordinary course of businessexistence of, or approved the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (8) to the extent that the terms of any such amendment or new agreement, taken as a majority whole, are not disadvantageous to the Holders of the Notes in any material respect (as determined by the Board of Directors, between Directors of the Company in good faith); (9) transactions in which the Company or any Restricted Subsidiary of the Company, as the case may be, receives an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is fair, from a financial standpoint, to the Company or such Restricted Subsidiary as approved in good faith by the Board of Directors of the Company; (i) the provision of mortgage servicing and any Affiliate similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture that are fair to the Company and its Restricted Subsidiaries (as determined by the Company in good faith) 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 Company in good faith) and (ii) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, 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, in the reasonable determination of the Board of Directors of the Company controlled 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 or loans (or cancellation of loans) to employees of the Company, any of its direct or indirect parent entities or any Restricted Subsidiary of the Company (as determined by the Board of Directors of the Company that in good faith); (12) guarantees by the Sponsor or any direct and indirect parent of the Company for Obligations of the Company and its Restricted Subsidiaries, including the guarantees given by Nationstar Mortgage Holdings Inc., Nationstar Sub1 LLC and Nationstar Sub2 LLC; (13) investments by the Sponsor in securities of the Company or any Restricted Subsidiary of the Company so long as the investment is a joint venture being offered generally to other investors on the same or similar entity, more favorable terms or the securities are acquired in market transactions; and (vii14) Co-Investment Transactions as approved by the Transactions, all transactions in connection therewith (including but not limited to Board of Directors of the financing thereof), and all fees and expenses paid Company or payable in connection with any direct or indirect parent of the TransactionsCompany.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including guarantee with, or for the purchasebenefit of, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (each, an “Affiliate Transaction”) unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 412(a) will not apply tounless: (i) any Restricted Payment Transaction, (1) the entering intoAffiliate Transaction is on terms, maintaining or performance of any employment contracttaken as a whole, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined in good faith by the Company or such Subsidiary), (4) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could be would have been obtained at the time in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a Person who is not an Affiliate resolution of the Company,Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph of this Section 4.11: (vi1) any transaction employment, equity award, equity option or equity appreciation agreement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (2) transactions between or among any of the Company and 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 an Equity Interest in such Person; (4) transactions effected in accordance with the terms of (a) corporate sharing agreements that are with MRMC and its Subsidiaries with respect to general overhead and other administrative matters and (b) other agreements that are identified in Schedule I to this Indenture, in each case as such agreements 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 no less advantageous to the Company in any material respect than the agreement so amended or replaced; (5) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (6) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company; (7) Restricted Payments that are permitted by Section 4.07; (8) payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on the Issue Date and as it may be amended, provided that any such amendment is not less favorable to the Company in any material respect than the agreement prior to such amendment; and (9) in the case of contracts for gathering, transporting, treating, processing, prilling or forming, refining, marketing, distributing, storing, terminalling or otherwise handling Hydrocarbons, or approved activities or services reasonably related or ancillary thereto, or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity, and (vii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactionsthird parties.

Limitation on Transactions with Affiliates. (a) The Company will Guarantor shall not, and will shall not permit the Issuer or any Restricted Subsidiary Group Member 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 conduct make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with any Affiliate of the Company Guarantor, the Issuer or such Restricted Group Member (each, an “Affiliate Transaction”) unless ), involving aggregate payments in excess of €5.0 million unless: (i) the terms of such Affiliate Transaction is on terms that are not materially no less favorable to the Company Guarantor, the Issuer or such the relevant Restricted SubsidiaryGroup Member, as the case may be, than those that could be would have been obtained at the time in a comparable arm's length transaction by the Guarantor, the Issuer or such Restricted Group Member, as the case may be, with a Person who is not such an Affiliate and unrelated Person; and (ii) if such the Guarantor delivers to the Trustee with respect to any Affiliate Transaction involves or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 €25.0 million, a resolution of the terms Board of Directors of the Guarantor set forth in an Officers' Certificate (on which the Trustee shall rely absolutely) certifying that such Affiliate Transaction have complies with this Section 4.09 and that such Affiliate Transaction has been approved by a majority of the Disinterested Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority members of the Disinterested Board of Directors or (y) of the Guarantor disinterested in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The Notwithstanding Section 4.09(a) above, the following items (including the performance of obligations related thereto) shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 412(a) will not apply to:4.09(a): (i) any Restricted Payment Transaction, (1) stock option, employee benefit plan or employment or severance agreement entered into by the entering intoGuarantor, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement the Issuer or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into Restricted Group Member in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, ; (2ii) the payment of compensationreasonable directors' fees, performance expenses and indemnities, and agreement with respect thereto; (iii) transactions between or among the Guarantor, the Issuer and/or Restricted Group Members; (iv) any agreement or arrangement of indemnification or contribution obligationsthe Guarantor, the Issuer and/or Restricted Group Members as in effect on the Issue Date or any issuancetransaction contemplated thereby or similar in nature thereto; (v) any Restricted Payment permitted to be made pursuant to Section 4.07 and any Permitted Investments; (vi) transactions with customers, grant clients, suppliers, joint venture partners, consultants or award purchasers or sellers of stockgoods or services or any management services or support agreements, options, other equity-related interests or other securities, to employees, officers or directors in each case in the ordinary course of business, (3) the payment of reasonable fees to directors business of the Company Guarantor, the Issuer and the Restricted Group Members and otherwise in compliance with the terms of the Indenture; provided that in the reasonable determination of the Board of Directors or any an executive officer of its Subsidiaries (the Guarantor, the Issuer or the relevant Restricted Group Member, such transactions or agreements are on terms that are not materially less favorable, when taken as determined a whole, to the Guarantor, the Issuer or the relevant Restricted Group Member than those that could have been obtained at the time of such transactions or agreements in good faith a comparable transaction or agreement by the Company Guarantor, the Issuer or such SubsidiaryRestricted Group Member with an unrelated Person; (vii) any issuance or sale of Equity Interests (other than Disqualified Stock) of the Guarantor to Affiliates of the Guarantor and any agreement that grants registration and other customary rights in connection therewith or otherwise to the direct or indirect securityholders of the Guarantor (and the performance of such agreements), ; (4viii) any transaction with an officer or director in the ordinary course of business not involving more than $100,000 in any one case, or (5) Management Advances and payments in respect thereof, (iii) any transaction with the Company, any Restricted Subsidiary, or any Receivables Entity, (iv) any transaction arising out of agreements or instruments in existence on the Issue Date, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who (other than an Unrestricted Group Member) that is not an Affiliate of the Company,Guarantor solely because the Guarantor, the Issuer or any Restricted Group Member owns, directly or indirectly, any equity interest in or otherwise controls such Person; (viix) any transaction merger, amalgamation, arrangement, consolidation or other reorganization of the Guarantor with an Affiliate solely for the purpose and with the sole effect of forming a holding company or reincorporating the Guarantor in a new jurisdiction; (x) the ordinary course entering into of businessa tax sharing agreement, or approved by a majority of the Board of Directorspayments pursuant thereto, between the Company Guarantor and one or any Restricted Subsidiary more subsidiaries, on the one hand, and any Affiliate other Person with which the Guarantor and such subsidiaries are required or permitted to file a consolidated tax return or with which the Guarantor and such subsidiaries are part of a consolidated group for tax purposes, on the Company controlled by the Company that is a joint venture or similar entity, other hand; and (viixi) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid pledges of Equity Interests or payable in connection with the TransactionsDebt of Unrestricted Group Members.