(9) transactions with joint ventures and Subsidiaries thereof and Unrestricted
Subsidiaries relating to the provision of management services, overhead, sharing of customer lists and customer loyalty programs or that are approved by a majority of the disinterested members of the Companys Board (or by the audit committee
or any committee of the Board consisting of disinterested members of the Board) (a director shall be disinterested if he or she has no interest in such joint venture or Unrestricted Subsidiary other than through the Company and its Restricted
Subsidiaries); provided that no Affiliate of the Company (other than the Companys Restricted Subsidiaries) has an interest (other than indirectly through the Company and other than Unrestricted Subsidiaries or such joint ventures) in any such
joint venture or Unrestricted Subsidiary;
(10) any transaction with respect to which the Company or any of its Restricted
Subsidiaries obtains an opinion as to the fairness to the Company or such Restricted Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national
(11) transactions between the Company or any Restricted Subsidiary and any Person, which is an Affiliate solely
due to a director or directors of such Person (or a parent company of such Person) also being a director of the Company; provided, however, that any such director abstains from voting as a director of the Company on any matter involving such other
(13) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an
Affiliate as a result of such transaction; and
(14) transactions contemplated by Transfer Agreements.
Section 4.12 Liens.
No Obligor will, directly or indirectly, create, Incur or assume any Lien, except a Permitted Lien, on or with respect to any of its property
or assets including any shares of stock or Indebtedness of any Restricted Subsidiary, whether owned on the Issue Date or thereafter acquired, or any income, profits or proceeds therefrom, unless:
(1) in the case of any Lien securing Indebtedness that is subordinate in right of payment to the Notes or the Guarantees, the
Notes or the Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Lien, as long as such Indebtedness is secured by such Lien; and
(2) in all other cases, the Notes or the Guarantees, as the case may be, are secured on an equal and ratable basis with the
obligations secured by such Lien for so long as such obligations are secured by such Lien.
With respect to any Lien securing Indebtedness
that was permitted to secure such Indebtedness at the time of the incurrence or issuance of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The Increased Amount of any
Indebtedness shall mean any increase in the amount of such Indebtedness that is not deemed to be an incurrence of Indebtedness for purposes of Section 4.09 hereof.