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, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with a Related Person or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

Limitation on Transactions with Affiliates. (a) Except as otherwise set forth herein, neither the Company nor any of its Restricted Subsidiaries shall make any loan, advance, guarantee or capital contribution to, or for the benefit of, or sell, lease, transfer or dispose of any properties or assets to, or for the benefit of, or purchase or lease any property or assets from, or enter into or amend any contract, agreement or understanding with, or for the benefit of, an Affiliate (each such transaction or series of related transactions that are part of a common plan are referred to as an "Affiliate Transaction"), except in good faith and on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction on an arm's length basis from an unrelated Person. (b) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with a Related Person or with engage in any Affiliate Transaction involving aggregate payments or other transfers by the Company and its Restricted Subsidiaries in excess of $2,500,000 (including cash and non-cash payments and benefits valued at their fair market value by the Board of Directors of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable in good faith) unless the Company delivers to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to Trustee: (i) a written agreement, at the time resolution of the execution Board of Directors stating that the agreement providing therefor, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. Board of Directors (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by including a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of directors, if any) has, in good faith, determined, that such Board of Directors constituted in accordance Affiliate Transaction complies with the rules provisions of The Nasdaq Stock Marketthis Indenture; and (ii)(A) with respect to any Affiliate Transaction involving the incurrence of Indebtedness, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking or accounting firm experienced in the review of similar types of transactions, (B) with respect to any Affiliate Transaction involving the transfer of real property, fixed assets or equipment, either directly or by a transfer of 50% or more of the Capital Stock of a Restricted Subsidiary which holds any such real property, fixed assets or equipment, a written appraisal from a nationally recognized appraiser experienced in the review of similar types of transactions or (C) with respect to any Affiliate Transaction not otherwise described in (A) or (B) above, a written certification from a nationally recognized professional or firm experienced in evaluating similar types of transactions, in each case, stating that the terms of such transaction is are fair to the Company or such Restricted Subsidiary Subsidiary, as the case may be, from a financial point of view:. (2c) any transaction solely Notwithstanding Sections 4.08(a) and (b) hereof, this Section 4.08 shall not apply to: (i) transactions between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; ; (3ii) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of payments under the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors TJC Agreement; (or a committee thereof) or senior management; (4iii) any other payments or transactions permitted pursuant to employment agreements or arrangements entered into by Section 4.05 hereof; (iv) payments and transactions under the Company or any Restricted Subsidiary in the ordinary course of business Jaro Leases; (vi) payments and 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 transactions involving FleetBoston Financial Corporation and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees its subsidiaries and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, affiliates in connection with any Qualified Receivables Financingthe BBI Note or the Credit Agreement; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(Bvii) above payments and (b) transactions in connection with the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) aboveOfferings.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of the Company to, directly or indirectly, enter intosell, renew lease, transfer or extend otherwise dispose of any transaction (includingof its properties or assets to, without limitation, the purchase, sale, or purchase or lease or exchange of any property or assetsassets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or make any loan, advance or capital contribution to, or for the rendering of any service) with a Related Person or with any benefit of, an Affiliate of the Company Company, or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to direct or indirect holder of 10% or more of the shares of Capital Stock of the Company outstanding or any Associate, or with an Affiliate of any such Restricted Subsidiary than could be obtainedholder or Associate, at including Promotora Servia (an “Affiliate Transaction”). Notwithstanding the time of such transaction orforegoing, 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 that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and Affiliate Transactions shall not apply to: include (1i) transactions: (A) approved by a majority the payment of the disinterested members of the Company’s Board of Directors reasonable and customary fees to directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants executive officers of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors for current and future periods; (or a committee thereof) or senior management; (4ii) any transactions pursuant to employment agreements transaction between or arrangements entered into by among the Company or and any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and any issuance consistent with past practices of securitiesthe Company and its Restricted Subsidiaries; or (iii) transactions made as part of, or other payments, awards or grants in cash, securities or otherwise, pursuant directly relating to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directors;a Qualifying PEMEX Securitization Transaction. (5b) Except for the Existing Servia Payable, which will be settled on the Initial Issuance Date through the issuance to Promotora Servia of Notes with a principal amount equal to the outstanding amount of the Existing Servia Payable, all Indebtedness, notes, claims and payments owed to Promotora Servia or its Affiliates or Associates, and any grant and all consulting fees and other payments and compensation (other than reasonable and customary compensation as employees or directors for current and future periods) payable to Promotora Servia or its Affiliates or Associates, shall be subordinated in right of stock options, restricted stock payment to the Notes and no payment shall be made to Promotora Servia or other awards to employees and directors of its Affiliates or Associates by the Company or any of its Restricted Subsidiary pursuant to plans approved by the Company’s Board Subsidiaries in respect of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment amounts until the Outstanding Notes have been paid in full or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner such payment has been provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) abovefull.

Limitation on Transactions with Affiliates. (a) The Company Issuers will not, and will not permit any Restricted Subsidiary of their Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with a Related Person or with any Affiliate of the Company Issuers (including any Affiliate in which the Issuers or any Restricted Subsidiary thereof owns a minority interest) (each such transaction, 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) such Affiliate Transaction is solely between or among Holdings and its Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction is solely between or among Wholly-Owned Subsidiaries of Holdings; or (iii) the terms of such Affiliate Transaction are fair and reasonable, as determined by the Board of Directors of Holdings, to Holdings or such Subsidiary, except upon fair as the case may be, and reasonable the terms no less favorable to of such Affiliate Transaction are at least as favorable, as determined by the Company Board of Directors of the Issuer that is the direct parent of such Wholly-Owned Subsidiary, as the terms which could be obtained by the Issuer or such Restricted Subsidiary than could be obtainedSubsidiary, at as 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 thereforcase may be, in a comparable arm’s transaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a Person that value in excess of $5 million in any one year which is not permitted under clause (i) or (ii) above, the Issuer or such Subsidiary, as the case may be, must obtain a Related Person or resolution of an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority independent committee of the disinterested members of the Company’s its Board of Directors certifying that such Affiliate Transaction complies with clause (iii) above, as the case may be. The foregoing provisions will not apply to (i) the payment of reasonable annual compensation to directors or by a majority officers of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby Issuers (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company stock options and/or stock awards) and (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11ii) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series continued performance of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair with Affiliates disclosed in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount Plan of which exceeds $50 million in valueReorganization, must be determined to be fair on no less favorable terms as disclosed in the manner provided for in clause (1)(B) abovePlan of Reorganization.

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 intointo any contract, renew agreement, loan, advance or extend Guarantee or engage in any other transaction (including, without limitation, or series of related transactions which are similar or part of a common plan) with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any service) with a Related Person of their respective Affiliates or with any Affiliate beneficial owner of 10% or more of the Common Stock of the Company or any Restricted Subsidiaryofficer or director of the Company or any Subsidiary (each, except upon fair an "Affiliate Transaction"), unless the terms of the Affiliate Transaction are set forth in writing and reasonable terms are no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than could would be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, available in a comparable arm’s length transaction with a Person that is not such a Related Person an unaffiliated third party. Each Affiliate Transaction (or an Affiliate. series of related Affiliate Transactions) involving aggregate payments and/or other consideration having Fair Market Value (bi) The foregoing limitation does not limit and in excess of $1 million shall not apply to: (1) transactions: (A) be approved by a majority of the disinterested members 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 (or series of related Affiliate Transactions) are fair to the Company or the Restricted Subsidiary, as the case may be, from a 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 Company’s Board 's business, and on terms no less favorable to the Company than those customarily granted to purchasers of Directors such goods and/or services, from Paradyne Corporation or Xylan Corporation. For purposes of this Section 10.14, any Affiliate Transaction approved by a majority of the members of the audit committee Disinterested Directors or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for as to which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating has been obtained from an Independent Financial Advisor, on the basis set forth in the preceding sentence, shall be deemed to be on terms that the transaction is fair are no less favorable to the Company or such Restricted Subsidiary from Subsidiary, as the case may be, than would be available in a financial point comparable transaction with an unaffiliated third party and, therefore, shall be permitted under this Section 10.14. Notwithstanding the foregoing, the restrictions set forth in this Section 10.14 shall not apply to (i) transactions with or among, or solely for the benefit of, the Company and/or any of view: 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, (2ii) transactions pursuant to agreements and arrangements existing on the Issue Date and specified on a schedule to the Indenture, (iii) any transaction solely between Restricted Payment made in compliance with Section 10.13, (iv) the Company payment of reasonable and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) customary regular fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants directors of the Company or any Restricted Subsidiary who are not employees of the Company as determined in good faith by the Company’s Board of Directors or any Restricted Subsidiary, (or a committee thereofv) or senior management; (4) any transactions pursuant to employment agreements, stock option agreements or and indemnification arrangements entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and any issuance consistent with industry practice, (vi) the granting and performance of securities, or other payments, awards or grants in cash, registration rights for securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved by of the Company’s Board of Directors; , (5vii) any grant of stock optionsloans and advances to officers, restricted stock or other awards to directors and employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by for travel, entertainment, moving and other relocation expenses, in each case made in the Company’s Board ordinary course of Directors; business and consistent with industry practice, and (6viii) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) abovePermitted Investment.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with a Related Person or with any Affiliate of the Company or (including any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, Affiliate in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or any Subsidiary thereof owns a Restricted Subsidiary delivers minority interest) or holder of 10% or more of the Company's Equity Interests (each such transaction, an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction Issue Date unless (i) such Affiliate Transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between or among the Company and any Wholly its Wholly-Owned Restricted Subsidiary or Subsidiaries; (ii) such Affiliate Transaction is solely between Wholly or among Wholly-Owned Restricted Subsidiaries; Subsidiaries of the Company; (3iii) such Affiliate Transaction is for reasonable fees and compensation paid to to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company thereof as reasonably determined in good faith by the Company’s Board of Directors (or a committee thereofwhen required as described below) or senior management; management of the Company or of such Subsidiary having no interest in such Affiliate Transaction; or (4iv) any transactions pursuant the terms of such Affiliate Transaction are fair and reasonable to employment agreements the Company or arrangements entered into such Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained by the Company or any Restricted Subsidiary such Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis between unaffiliated parties. (b) The foregoing provisions will not apply to (i) the payment of reasonable annual compensation to directors or executive officers of the Company, (ii) the purchase in the ordinary course of business and any issuance of securities, or other payments, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment arrangementssupplies, stock options services and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of like from the Company or any Restricted Subsidiary pursuant to plans approved Subsidiary; and (iii) the continued performance of transactions with Affiliates disclosed in the Plan of Reorganization. The provisions of this Section 4.9 shall not prohibit the application by the Company’s Board Company of Directors; all, or substantially all, proceeds arising from Specified Transactions (6) any transactions pursuant to any agreement or arrangement as defined in effect as the Certificate of Designations for the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement Series A Convertible Preferred Stock as in effect on the Closing Issue Date; (7) for the issuance of Capital Stock retirement of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, Company's Series A Convertible Preferred Stock pursuant to the mandatory redemption provisions thereof as in connection with any Qualified Receivables Financing; or (11) effect on the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) aboveIssue Date.

Limitation on Transactions with Affiliates. (a) The Company will not, shall not and will shall not permit any Restricted Subsidiary of its Subsidiaries to (i) sell, lease, transfer, issue or otherwise dispose of any of its Properties or assets or securities to, directly (ii) purchase any Property, assets or indirectlysecurities from, enter into, renew or extend (iii) make any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assetsInvestment in, or (iv) enter into or suffer to exist any contract or agreement with or for the rendering of any service) with a Related Person or with any benefit of, an Affiliate of the Company or any Restricted Subsidiaryof its Subsidiaries (an "Affiliate Transaction"), except upon other than Affiliate Transactions permitted under the following paragraph, unless the Board of Directors of the Company, pursuant to a Board Resolution, reasonably and in good faith determines that such Affiliate Transaction is fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtainedSubsidiary, as the case may be, and is on terms at the least as favorable as might reasonably have been obtainable at such time from an unaffiliated party. All Affiliate Transactions (and each series of such transaction or, if such transaction is pursuant to related Affiliate Transactions which are similar or part of a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction common plan) involving aggregate payments or other Property with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and fair market value in excess of $50,000, shall not apply to: (1) transactions: (A) be approved by a majority of the disinterested members of the Company’s Board of Directors or of the Company, such approval to be evidenced by a majority of the members of the audit committee or compensation committee of Board Resolution stating that such Board of Directors constituted in accordance has determined that such transaction complies with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; orforegoing provisions. (Bb) for which The provisions of the Company or a Restricted Subsidiary delivers foregoing paragraph shall not apply to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2i) any transaction solely between the Company reasonable and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) customary fees and compensation paid to to, and indemnity (other than for fraud or intentional misrepresentation) provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company its Subsidiaries, as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted such Subsidiary pursuant to plans approved by or the Company’s Board senior management thereof, and (ii) transactions exclusively between or among the Company and any of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect its Wholly-owned Subsidiaries that are Guarantors as of the Closing Issue Date or any amendment thereto exclusively between or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension among such Wholly-owned Subsidiaries that are Guarantors as of the maturity thereof) and any replacement agreement or arrangement thereto so long as any Issue Date, provided such amendment or replacement agreement or arrangement is transactions are not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not otherwise prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) aboveIndenture.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit permit, cause, or suffer any Restricted Subsidiary of the Company to, directly or indirectly, enter intosell, renew lease, license, transfer or extend otherwise dispose of any transaction (includingof its properties or assets to, without limitation, the purchase, sale, lease or exchange of purchase any property or assetsassets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate (each of the Company or any Restricted Subsidiaryforegoing, except upon fair and reasonable an "Affiliate Transaction"), unless: (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arms' length transaction by the Company or such Restricted Subsidiary than could be obtainedwith an unrelated Person; and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate payments in excess of $500,000, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time resolution of the execution Board of the agreement providing therefor, Directors set forth in a comparable arm’s length transaction an Officers' Certificate certifying that such Affiliate Transaction complies with a Person that clause (i) above and such Affiliate Transaction is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority of the disinterested members members, if any, of the Company’s Board of Directors or by a majority and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market$20,000,000, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers an opinion as to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair fairness to the Company or such Restricted Subsidiary from a financial point of view: view issued by a nationally recognized independent financial advisor; provided, however, that the foregoing limitations shall not apply to (2i) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees reasonable fees, advances and compensation paid to (including incentive compensation) provided to, and indemnity provided on behalf of, officers, directorsdirectors and employees of NFC Castings, employees or consultants of ACP Holding, the Company or any and its Restricted Subsidiary of the Company Subsidiaries as determined in good faith by the Company’s Board of Directors of the Company, (ii) transactions between or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by among the Company and its Wholly Owned Subsidiaries that are Restricted Subsidiaries, (iii) Restricted Payments permitted by Section 4.12 (iv) payment of principal of, and interest on, the Notes or any Restricted Subsidiary in the ordinary course Senior Subordinated Notes held by Affiliates, (v) payment of business and the Commitment Fee, (vi) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise, otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directors; ; (5vii) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement agreements entered into or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; date of this Indenture, including amendments thereto entered into after the date of this Indenture, provided that (7A) the issuance terms of Capital Stock of any such amendment are not, in the aggregate, less favorable to the Company or such Restricted Subsidiary than the terms of such agreement prior to such amendment and (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11B) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered contemplated by Section 4.07(a) and not covered such amendment are otherwise permitted by clauses (2) through (11) of this Section 4.07(b)Indenture, (aviii) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined Intercompany Indebtedness permitted to be fair in the manner provided for in clause (1)(A) incurred under Section 4.11 hereof or (1)(Bix) above non-exclusive licenses of intellectual property among the Company and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in Restricted Subsidiaries or among the manner provided for in clause (1)(B) aboveRestricted Subsidiaries.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into, renew or extend into any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with a Related Person or with for the benefit of any Affiliate of the Company (other than the Company or any a Restricted Subsidiary), except upon fair and reasonable including any Person that becomes a Restricted Subsidiary as a result of such transaction) unless: (1) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than could those that would be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, available in a comparable arm’s transaction in arm's-length transaction dealings with a Person that is not such a Related Person or an Affiliate.unrelated third party, (b2) The foregoing limitation does not limit and shall not apply to: with respect to any transaction or series of related transactions involving aggregate value in excess of $2.5 million, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (1) transactions:above, and (A3) with respect to any transaction or series of related transactions involving aggregate value in excess of $10 million, either (a) such transaction or series of related transactions has been approved by a majority of the disinterested members Disinterested Directors of the Board of Directors of the Company’s Board of Directors , or in the event there is only one Disinterested Director, by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock MarketDisinterested Director, Inc. or other United States national securities exchange; or (Bb) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized an investment banking firm of national standing or other recognized independent expert stating that the transaction or series of related transactions is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that this provision shall not apply to: (2i) directors' fees, consulting fees, employee salaries, bonuses or employment agreements, incentive arrangements, compensation or employee benefit arrangements with any transaction solely between officer, director or employee of the Company and or a Subsidiary of the Company, including under any Wholly Owned Restricted stock option or stock incentive plans, customary indemnification arrangements with officers, directors or employees of the Company or a Subsidiary or solely between Wholly Owned Restricted Subsidiariesof the Company, in each case entered into in the ordinary course of business; (3ii) fees and compensation paid any Restricted Payments or Permitted Payments made in compliance with Section 1009; (iii) any Qualified Securitization Transaction; (iv) any issuance or sale of Qualified Capital Stock of the Company to and indemnity provided on behalf of, officers, directors, Affiliates; (v) transactions among the Company and/or any Restricted Subsidiary (other than a Securitization Entity) and/or any Related Business Entity; (vi) loans or advances to employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business for bona fide business purposes of the Company and any issuance of securitiesits Restricted Subsidiaries (including travel, or other payments, awards or grants entertainment and moving expenses) made in cash, securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directorscompliance with applicable law; (5vii) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement of the Acquisition Agreements or arrangement agreements of Viewpoint and its Subsidiaries in effect on the date the Acquisition is consummated; and (viii) any transactions undertaken pursuant to any agreements in existence on the Issue Date or the date the Acquisition is consummated in the case of Viewpoint and its Subsidiaries (as in effect as of on the Closing Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto the date the Acquisition is consummated in the case of Viewpoint and any extension of the maturity thereofits Subsidiaries) and any replacement agreement renewals, replacements or arrangement thereto so long as modifications of such contracts (pursuant to new transactions or otherwise) on terms no less favorable in any such amendment or replacement agreement or arrangement is not more disadvantageous material respect to the Holders of the Notes in any material respect Securities than the original agreement as those in effect on the Closing Date; (7) Issue Date or the issuance of Capital Stock of date the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair Acquisition is consummated in the manner provided for in clause (1)(A) or (1)(B) above case of Viewpoint and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.its Subsidiaries;

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, make any payment to, or sell, lease, transfer, exchange or otherwise dispose of any of their properties or assets to, or purchase any property or assets from, or enter into, renew into or extend make or amend any transaction (includingor series of transactions, without limitationcontract, the purchaseagreement, saleunderstanding, lease loan, advance or exchange of property or assetsguarantee with, or for the rendering benefit of, any of any serviceits Affiliates (each, an "Affiliate Transaction"), unless: (1) with a Related Person or with any such Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable Transaction is on terms that are no less favorable to the Company on the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary than could be obtainedwith an unrelated Person (as determined by the Company's Board of Directors and evidenced by a resolution of its Board of Directors); and (2) the Company delivers to the Administrative Agent: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, at a resolution of its Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this Section 5.13 and that such Affiliate Transaction has been approved by the time of such transaction or, if such transaction is pursuant to a written agreement, at the time disinterested outside members of the execution Company's Board of the agreement providing therefor, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate.Directors; and (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority with respect to any Affiliate Transaction or series of the disinterested members related Affiliate Transactions involving aggregate consideration in excess of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market$25.0 million, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers an opinion as to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair fairness to the Company or such its applicable Restricted Subsidiary from a financial point of viewview issued by an accounting, appraisal or investment banking firm of national standing. The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph: (1) any (a) employment or indemnification arrangements or (b) transactions relating to benefit plans, in each case with any employee, consultant or director of the Company or any of its Restricted Subsidiaries that is entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with past practice of the Company or such Restricted Subsidiary; (2) any transaction solely transactions between or among the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned and/or its Restricted Subsidiaries; (3) fees and compensation paid loans or advances to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior managementbusiness; (4) any transactions pursuant to employment agreements or arrangements entered into by with a Person that is the Company's Affiliate solely because the Company or any Restricted Subsidiary owns an Equity Interest in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directorssuch Person; (5) any grant payment of stock options, restricted stock or other awards to employees and reasonable directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directorsfees; (6) any transactions pursuant to any agreement or arrangement as in effect as sales of the Closing Date or any amendment thereto or any transaction contemplated thereby Equity Interests (including pursuant to any amendment thereto and any extension of the maturity thereofother than Disqualified Stock) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing DateCompany's Affiliates; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock)Restricted Payments that are permitted under Section 5.9; (8) any payments or other transactions pursuant to any tax sharing agreement between the Company and any other Person with which the Company files a Parent Transactionconsolidated tax return or with which the Company is part of a consolidated group for tax purposes; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

Limitation on Transactions with Affiliates. (a) Except as otherwise set forth herein, neither the Company nor any of its Restricted Subsidiaries shall make any loan, advance, guarantee or capital contribution to, or for the benefit of, or sell, lease, transfer or dispose of any properties or assets to, or for the benefit of, or purchase or lease any property or assets from, or enter into or amend any contract, agreement or understanding with, or for the benefit of, an Affiliate (each such transaction or series of related transactions that are part of a common plan are referred to as an "Affiliate Transaction"), except in good faith and on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction on an arm's length basis from an unrelated Person. (b) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with a Related Person or with engage in any Affiliate Transaction involving aggregate payments or other transfers by the Company and its Restricted Subsidiaries in excess of $5.0 million (including cash and non-cash payments and benefits valued at their fair market value by the Board of Directors of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable in good faith) unless the Company delivers to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to Trustee: (i) a written agreement, at the time resolution of the execution Board of Directors of the agreement providing therefor, in a comparable arm’s length transaction with a Person Company stating that is not such a Related Person or an Affiliate. the Board of Directors (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by including a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of directors, if any) has, in good faith, determined that such Board of Directors constituted in accordance Affiliate Transaction complies with the rules provisions of The Nasdaq Stock Marketthis Indenture, Inc. or other United States national securities exchange; or and (Bii) for which (A) with respect to any Affiliate Transaction involving the Company or a Restricted Subsidiary delivers to the Trustee incurrence of Indebtedness, a written opinion of a nationally recognized investment banking or accounting firm experienced in the review of similar types of transactions, (B) with respect to any Affiliate Transaction involving the transfer of real property, fixed assets or equipment, either directly or by a transfer of 50% or more of the Capital Stock of a Restricted Subsidiary which holds any such real property, fixed assets or equipment, a written appraisal from a nationally recognized appraiser, experienced in the review of similar types of transactions or (C) with respect to any Affiliate Transaction not otherwise described in (A) and (B) above, a written certification from a nationally recognized professional or firm experienced in evaluating similar types of transactions, in each case, stating that the terms of such transaction is are fair to the Company or such Restricted Subsidiary Subsidiary, as the case may be, from a financial point of view:. (2c) any transaction solely Notwithstanding Sections 4.09(a) and (b), Section 4.09 will not apply to: (i) transactions between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; ; (3ii) fees payments under the TJC Agreement; (iii) any other payments or transactions permitted pursuant to Section 4.05; (iv) (A) payments and transactions under Incentive Arrangements and (B) reasonable compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s 's Board of Directors or executives; (or a committee thereofv) or senior management; payments and transactions in connection with the Transactions and the application of the net proceeds therefrom; (4vi) any transactions pursuant to employment agreements or arrangements entered into the sale of the corporate aircraft owned by the Company on the date of issuance of the Notes to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or his designee; or (vii) the sale, transfer and/or termination of the officers' life insurance policies in effect on the date of issuance of the Notes. (d) Notwithstanding Sections 4.09(a) and (b), any Restricted Subsidiary Affiliate Transaction between the Company and Affiliated Embroiderers relating to the provision of embroidery services in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is shall not more disadvantageous be subject to the Holders provisions of the Notes in any material respect than the original agreement as in effect on the Closing Date; clause (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11ii) of this Section 4.07(b4.09(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

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, renew into or extend permit to occur any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with with, or for the benefit of, any of its Affiliates (an "Affiliate Transaction"), other than Affiliate Transactions on terms that are not materially less favorable than those that might reasonably have been obtained in a Related comparable transaction at such time on an arm's-length basis from a Person or with any that is not an Affiliate of the Company or any such Restricted Subsidiary; provided, except upon fair and reasonable terms no less favorable to the Company however, that for an Affiliate Transaction with an aggregate value of $7.5 million or such Restricted Subsidiary than could be obtainedmore, at the time of such transaction orCompany's option, if such transaction is pursuant to either: (i) a written agreement, at the time majority of the execution disinterested members of the agreement providing therefor, Board of Directors of the Company shall determine in good faith that such Affiliate Transaction is on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable arm’s transaction at such time on an arm's-length transaction with basis from a Person that is not an Affiliate of the Company; or (ii) the Board of Directors of the Company or any such Restricted Subsidiary party to such Affiliate Transaction shall obtain an opinion from a Related nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person or that is not an Affiliate.Affiliate of the Company; (b) The foregoing limitation does not limit and restrictions set forth in Section 4.11(a) shall not apply to: (1) transactions: (A) approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) reasonable fees and compensation paid to to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s 's Board of Directors (or a committee thereof) or senior management; (42) any transactions pursuant to employment agreements exclusively between or arrangements entered into by among the Company or any Restricted Subsidiary in the ordinary course of business and any issuance of securitiesits Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, or other payments, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved provided such transactions are not otherwise prohibited by the Company’s Board of Directorsthis Indenture; (53) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereofthereto) and in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Issue Date; (4) Restricted Payments or Permitted Investments permitted by this Indenture; (5) transactions effected as part of a Qualified Securitization Transaction; (6) the payment of customary annual management, consulting and advisory fees and related expenses to the Permitted Holders and their Affiliates made pursuant to any financial advisory, financing, underwriting or placement agreement or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by the Board of Directors of the Company or such Restricted Subsidiary in good faith; (7) payments or loans to employees or consultants that are approved by the issuance Board of Capital Stock Directors of the Company (other than Disqualified Stock)in good faith; (8) a Parent Transactionsales of Qualified Capital Stock; (9) the existence of, or the performance by the Company or any of its Restricted Payments Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (9) to the extent that the terms of any such amendment or new agreement are not prohibited by Section 4.04disadvantageous to the Holders of the Notes in any material respect; (10) sales any payments or transactions provided for in any of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; orthe Transaction Agreements; (11) the Escrow Transactions. Notwithstanding the foregoingdistributions to DEG Acquisitions, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner LLC provided for in clause the Tax Sharing Agreement; and (1)(A12) or (1)(B) above distributions to DEG Acquisitions, LLC to pay administrative and (b) the other operating expenses in an aggregate amount of which exceeds not to exceed $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above500,000 per fiscal year.

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 intosell, renew lease, transfer or extend otherwise dispose of any transaction (includingof its properties or assets to, without limitation, the purchase, sale, lease or exchange of purchase any property or assetsassets from, or enter into any contract, agreement, understanding, loan, advance or guaranty with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate (each of the Company or any Restricted Subsidiaryforegoing, an "AFFILIATE TRANSACTION"), except upon fair for: (i) Affiliate Transactions that, together with all related Affiliate Transactions, have an aggregate value of not more than $1,000,000; PROVIDED, that such transactions are conducted in good faith and reasonable on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time by the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s on an arm's-length transaction with basis from a Person that is not an Affiliate of the Company or such a Related Person or an Affiliate.Restricted Subsidiary; (bii) The foregoing limitation does Affiliate Transactions that, together with all related Affiliate Transactions, have an aggregate value of not limit and shall not apply to: (1) transactions: (A) approved by more than $5,000,000; PROVIDED, that a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members Company determines that such transactions are conducted in good faith and on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time by the Company or such Restricted Subsidiary on an arm's-length basis from a Person that is not an Affiliate of the audit committee Company or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchangeRestricted Subsidiary; or (Biii) Affiliate Transactions for which the Company or a Restricted Subsidiary delivers to the Trustee a written an opinion of a nationally recognized investment banking firm stating that as to the transaction is fair fairness to the Company or such Restricted Subsidiary from a financial point of view:view issued by an accounting, appraisal or investment banking firm of national standing. (2b) Notwithstanding the foregoing, the following will be deemed not to be Affiliate Transactions: (i) transactions between or among the Company and/or any transaction solely or all of the Subsidiary Guarantors, and (ii) Restricted Payments permitted by Section 4.7 (including, without limitation, transactions contemplated by the Casino Consulting and Management Agreement dated as of December 11, 1992, as amended, between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified StockCRC); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

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, renew into or extend permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any serviceservices or the entering into any contract, agreement, understanding, loan or guarantee) with with, or for the benefit of, any of its Affiliates (each an "Affiliate Transaction"), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions and each series of related Affiliate Transactions that are similar or part of a Related common plan, having an aggregate value of less than $2 million; PROVIDED that such transactions are on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's length basis from a Person or with any that is not an Affiliate of the Company or any such Restricted Subsidiary, except upon fair . All Affiliate Transactions (and reasonable terms no less favorable to the Company each series of related Affiliate Transactions which are similar or such Restricted Subsidiary than could be obtained, at the time part 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 common plan) involving aggregate payments or other property with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and fair market value in excess of $2,000,000 shall not apply to: (1) transactions: (A) be approved by a majority of the disinterested members of the Company’s Board of Directors or of the Company, such approval to be evidenced by a majority of the members of the audit committee or compensation committee of Board Resolution stating that such Board of Directors constituted in accordance has determined that such transaction complies with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which foregoing provisions. If the Company or a any such Restricted Subsidiary delivers of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are similar or part of a common plan) that involves an aggregate fair market value of more than $5,000,000, the Company shall, prior to the Trustee consummation thereof, obtain a written favorable opinion as to the fairness of a nationally recognized investment banking firm stating that the such transaction is fair or series of related transactions to the Company or such Restricted Subsidiary from a financial point of view:view from an Independent Financial Advisor and deliver such opinion to the Trustee. (2b) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; The restrictions set forth in clause (3a) above shall not apply to: (i) reasonable fees and compensation paid to to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s 's Board of Directors (or a committee thereof) or senior management; ; (4ii) any transactions pursuant to employment agreements exclusively between or arrangements entered into by among the Company or any Restricted Subsidiary in the ordinary course of business and any issuance of securitiesits Wholly-Owned Restricted Subsidiaries or exclusively between or among such Wholly-Owned Restricted Subsidiaries, or other payments, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options PROVIDED such transactions are not otherwise prohibited by this Indenture; and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directors; (5iii) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) aboveIndenture.

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, enter intolease, renew transfer or extend otherwise dispose of any transaction (includingof its properties or assets to, without limitation, the purchase, sale, lease or exchange of purchase any property or assetsassets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate of the Company or any Restricted Subsidiary(each, except upon fair and reasonable an “Affiliate Transaction”), unless: (1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate.Affiliate of the Company; and (b2) The foregoing limitation does not limit and shall not apply to: (1) transactionsthe 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 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 related Affiliate Transactions complies with this Section and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchangeCompany; orand (B) for which the Company with respect to any Affiliate Transaction or a Restricted Subsidiary delivers series of related Affiliate Transactions involving aggregate consideration in excess of $50 million, an opinion as to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view:view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of paragraph (a): (1) any employment, consulting or similar agreement or arrangement, stock option or stock ownership plan, employee benefit plan, officer or director indemnification agreement, restricted stock 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 issuances of securities pursuant thereto; (2) any transaction solely transactions between or among the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned and/or its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Subsidiary, an Equity Interest in, or controls, such Person; (4) reasonable fees and expenses and compensation paid to to, and indemnity or insurance provided on behalf of, officers, directors, directors or employees or consultants of the Company or any of its Restricted Subsidiary Subsidiaries; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to, or receipt of a capital contribution from, Affiliates of the Company; (6) Restricted Payments that do not violate Section 4.07 or any Permitted Investments; (7) loans or advances to employees in the ordinary course of business or consistent with past practice; (8) advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business; (9) 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 was a party on the Issue Date, as these agreements may be amended, modified or supplemented from time to time; provided, however, that any future amendment, modification or supplement entered into after the Issue Date will be permitted to the extent that its terms do not materially and adversely affect the rights of any Holders of the Notes (as determined in good faith by the Company’s Board of Directors (or a committee thereofof the Company) or senior managementas compared to the terms of the agreements in effect on the Issue Date; (410) any (A) guarantees of performance by the Company and its Restricted Subsidiaries of Unrestricted Subsidiaries in the ordinary course of business, except for Guarantees of Indebtedness in respect of borrowed money, and (B) pledges of Equity Interests of Unrestricted Subsidiaries for the benefit of lenders of Unrestricted Subsidiaries; (11) transactions pursuant to employment agreements or arrangements entered into by between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or any direct or indirect parent company of the Company and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted Subsidiary; provided, however, that such director abstains from voting as director of the Company or such direct or indirect parent company of the Company, as the case may be, on any matter involving such other Person; and (12) 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 and any issuance otherwise in compliance with the terms of securitiesthe Indenture, or other payments, awards or grants provided that in cash, securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved by reasonable determination of the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors Directors of the Company or any the senior management of the Company, such transactions are on terms not materially less favorable to the Company or the relevant Restricted Subsidiary pursuant than those that could reasonably be expected to plans approved by be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, directly conduct any business or indirectly, enter into, renew or extend into any transaction (including, without limitation, or series of transactions with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any serviceof their Affiliates (each an "Affiliate Transaction") with a Related Person or with any but excluding Specified Affiliate of the Company or any Restricted SubsidiaryTransactions, except upon fair in good faith and reasonable on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable transaction on an arm's-length basis from a Person not an Affiliate of the Company or such Subsidiary. 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 $1,000,000 shall be approved by the Board of Directors of the Company, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than could be obtained$10,000,000, at the time Company or such Subsidiary shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction oror series of related transactions to the Company or the relevant Subsidiary, if such transaction is pursuant to as the case may be, from a written agreementfinancial point of view, at from an Independent Financial Advisor and file the time of same with the execution of Trustee. Notwithstanding the agreement providing thereforforegoing, the restrictions set forth in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and this Section 4.12 shall not apply to: to (1i) transactions: transactions between the Company and any Subsidiary or between Subsidiaries, (Aii) any employee compensation arrangement of the Company or any Subsidiary which has been approved by a majority of the Company's disinterested members directors and found in good faith by such directors to be in the reasonable best interest of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between Subsidiary, as the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and any issuance of securitiescase may be, or other payments(iii) customary directors" fees, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment indemnification and similar arrangements, stock options and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries or Unrestricted Subsidiary Guarantors to, directly make any payment to, or indirectlysell, enter intolease, renew transfer or extend otherwise dispose of any transaction (includingof its properties or assets to, without limitation, the purchase, sale, lease or exchange of purchase any property or assetsassets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time (each of the execution foregoing, an "Affiliate Transaction") involving aggregate payments or consideration in excess of the agreement providing therefor$1.0 million, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply tounless: (1) transactionsthat Affiliate Transaction is on terms that are not materially less advantageous to the Company or that Subsidiary than those that would have been obtained in a comparable transaction by the Company or that Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee: (Aa) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a Board Resolution set forth in an Officers' Certificate certifying that the relevant Affiliate Transaction complies with clause (1) above and that the Affiliate Transaction has been approved by a majority committee composed of the disinterested independent members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchangeDirectors; or (Bb) for which the Company with respect to any Affiliate Transaction or a Restricted Subsidiary delivers series of related Affiliate Transactions (other than sales of Equity Interests) involving aggregate consideration in excess of $10.0 million, an opinion as to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair fairness to the Company or such Restricted Subsidiary holders of that Affiliate Transaction from a financial point of viewview issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (21) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) customary directors' fees and compensation paid to and indemnity provided on behalf ofexpenses, officers, directors, employees indemnification or consultants of the Company similar arrangements or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (employment agreement or a committee thereof) other compensation plan or senior management; (4) any transactions pursuant to employment agreements or arrangements arrangement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directorsbusiness; (52) transactions between or among the Company and/or its Restricted Subsidiaries or any grant other Guarantor; (3) payments of stock options, restricted stock or other awards to employees and directors of customary fees by the Company or any of its Restricted Subsidiary pursuant Subsidiaries to plans investment banking firms, financial consultants and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures that are approved by a majority of the Company’s Board of DirectorsDirectors in good faith; (64) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Datedate of this Indenture or any amendment thereto (so long as that amendment is not disadvantageous to the Noteholders in any material respect) or any transaction contemplated thereby; (5) payments and transactions in connection with the Credit Facility (including commitment, syndication and arrangement fees payable thereunder) and this Indenture (including underwriting discounts and commissions in connection therewith) and the application of the proceeds thereof, and the payment of the fees and expenses with respect thereto; (6) payments under any tax-sharing agreement or arrangement among the Company and other members of the affiliated group of corporations of which the Company is the common parent; (7) the issuance or sale of Capital Stock of the Company (other than Disqualified Capital Stock)) otherwise permitted hereunder; (8) a Parent Transactioncontracts between the Company and/or any of its Restricted Subsidiaries and any Unrestricted Subsidiary Guarantor with respect to any management services or administrative services provided by the Company and/or any of its Restricted Subsidiaries and any Unrestricted Subsidiary Guarantor; (9) any Restricted Payments that are not prohibited by Section 4.04this Indenture and any Permitted Investments; (10) sales of accounts receivable, or participations therein, transactions permitted by the provisions described in connection with any Qualified Receivables FinancingSection 5.01 herein; orand (11) any contracts or arrangements between the Escrow Transactions. Notwithstanding Company and USApubs Inc. (or any of its subsidiaries, successors or assigns) entered into in the foregoing, any transaction or series ordinary course of related transactions covered by Section 4.07(a) business consistent with past practice; except and not covered by clauses (2) through (11) of this Section 4.07(b), (a) to the extent that the aggregate net amount of which all such payments and consideration relating thereto exceeds $20 10.0 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit permit, cause or suffer any Restricted Subsidiary to, directly conduct any business or indirectly, enter into, renew or extend into any transaction (including, without limitation, or series of related transactions which are similar or part of a common plan) with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any service) with a Related Person of their respective Affiliates or with any Affiliate beneficial Holder of 5% or more of the Common Stock of the Company or any Restricted Subsidiaryofficer or director of the Company (each, except upon an "AFFILIATE TRANSACTION"), unless the terms of the Affiliate Transaction are set forth in writing, and are fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate payments or other Fair Market Value in excess of $1.0 million shall be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority of the disinterested members 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. In addition to the foregoing, each Affiliate Transaction involving aggregate consideration of the Company’s Board of Directors $5.0 million or more shall be approved by a majority of the members of the audit committee or compensation committee Disinterested Directors; PROVIDED that, in lieu of such Board of Directors constituted in accordance with approval by the rules of The Nasdaq Stock MarketDisinterested Directors, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee may obtain a written opinion of a nationally recognized investment banking firm from an Independent Financial Advisor stating that the transaction is fair terms of such Affiliate Transaction to the Company or such the Restricted Subsidiary Subsidiary, as the case may be, are fair from a financial point of view: (2) . For purposes of this covenant, any transaction solely between Affiliate Transaction approved by a majority of the Disinterested Directors or as to which a written opinion has been obtained from an Independent Financial Advisor, on the basis set forth in the preceding sentence, shall be deemed to be on terms that are fair and reasonable to the Company and any Wholly Owned the Restricted Subsidiary Subsidiaries, as the case may be, and therefore shall be permitted under this covenant. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among, or solely between Wholly Owned for the benefit of, the Company and/or any of the Restricted Subsidiaries; , (3ii) fees transactions pursuant to agreements and compensation arrangements existing on the Issue Date, (iii) dividends and other Restricted Payments paid by the Company pursuant to and indemnity provided on behalf ofin compliance with Section 1009 (iv) customary directors' fees, officersindemnification and similar arrangements, directorsemployee salaries and bonuses, employment agreements and arrangements or compensation or employee benefit arrangements (including options), (v) grants of customary registration rights with respect to securities of the Company and (vi) loans or advances to officers or employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary made in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any such Restricted Subsidiary pursuant to plans approved by the Company’s Board pay business related travel expenses or reasonable relocation costs of Directors; (6) any transactions pursuant to any agreement such officers or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, employees in connection with any Qualified Receivables Financing; or (11) their employment by the Escrow Transactions. Notwithstanding the foregoing, any transaction Company or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) abovesuch Restricted Subsidiary.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, renew into or extend make or amend any transaction (includingor series of related transactions, without limitationcontract, the purchaseagreement, saleloan, lease advance or exchange of property or assetsGuarantee with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate of the Company or any Restricted Subsidiary(each of the foregoing, except upon fair and reasonable an “Affiliate Transaction”), unless: (i) such Affiliate Transaction is on terms no that are not materially less favorable favorable, taken as a whole, to the Company or such Restricted the relevant Subsidiary than those that could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, reasonably have been obtained in a comparable arm’s length transaction by the Company or such Subsidiary with a Person that who is not such a Related Person an Affiliate as determined by the Board of Directors or an Affiliate.senior management of the Company in good faith; and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) above. The foregoing limitation does not limit limit, and shall not apply to: (1) transactions:Restricted Payments that are permitted by the provisions of this Indenture pursuant to SECTION 4.7 and Investments permitted pursuant to the definition of “Permitted Investments” (other than pursuant to clause (f) of such definition); (A2) approved by a majority the payment of the disinterested reasonable and customary fees and indemnities and other benefits to members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiarieswho are outside directors; (3) fees the payment of reasonable and customary compensation paid and other benefits (including retirement, health, option, deferred compensation and other benefit plans) and indemnities to officers and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior managementthereof in good faith; (4) any transactions pursuant to employment agreements between or arrangements entered into by among the Company and/or its Restricted Subsidiaries (or any an entity that becomes a Restricted Subsidiary in the ordinary course as a result of business and 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 or other employee benefit plans approved by the Company’s Board of Directorssuch transaction); (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of on the Closing Issue Date or and any amendment thereto or any transaction contemplated thereby (modification thereto, including pursuant to any amendment thereto and any extension of the maturity extensions thereof) and any replacement agreement or arrangement thereto , so long as any such amendment or replacement agreement or arrangement modification is not more disadvantageous to the Holders of the Notes in any material respect than as determined by the original agreement as Company in effect on good faith, including, without limitation, transactions with Triumph Receivables, LLC in connection with the Closing DateExisting Receivables Facility or any replacement facility permitted hereby; (6) any contribution of capital to the Company and granting and performance of registration rights in respect of such capital; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock)transactions permitted by, and complying with, SECTION 5.1; (8) any transaction with a Parent Transactionjoint venture, partnership, limited liability company or other entity (other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in such joint venture, partnership, limited liability company or other entity; (9) any transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business or consistent with industry norms and on terms, taken as a whole, that are not materially less favorable to the Company or such Restricted Payments Subsidiary, as the case may be, as determined in good faith by the Company, than those that could be obtained in a comparable arm’s length transaction with a Person that is not prohibited by Section 4.04an Affiliate of the Company; (10) sales transactions effected as part of accounts receivable, or participations therein, in connection with any a Qualified Receivables Financing; orTransaction or pursuant to a factoring arrangement; (11) any Affiliate Transaction in which the Escrow Transactions. Notwithstanding only consideration paid by the foregoingCompany or any Restricted Subsidiary consists of Capital Interests of the Company; (12) an Affiliate Transaction in which the Company delivers to the Trustee a copy of a written opinion as to the fairness of such Affiliate Transaction to the Company or such Restricted Subsidiary from a financial point of view issued by a nationally recognized investment banking, accounting or appraisal firm; (13) any transaction Affiliate Transaction, if such Affiliate Transaction is with any Person solely in its capacity as a holder of Debt or series Capital Interests of related transactions covered by Section 4.07(athe Company or any of its Restricted Subsidiaries, where such Person is treated no more favorably than any other holder of such Debt or Capital Interests of the Company or any of its Restricted Subsidiaries (14) and not covered by clauses (2) through (11) of this Section 4.07(b)transactions, (a) the aggregate amount of which exceeds $20 millionincluding any Guarantees, but does not exceed $50 million, in value, must be determined with respect to be fair in the manner provided for in clause (1)(A) Permitted Convertible Notes or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.Permitted Convertible Note Hedging Agreements; and

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with a Related Person or with any Affiliate of (including entities in which the Company or any Restricted Subsidiaryof its Subsidiaries own a minority interest) or holder of 10% or more of the Company's Common Stock (each of the foregoing, except upon an "Affiliate Transaction") (other than Affiliate Transactions entered into prior to the Issue Date) or extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is between or among the Company and/or Wholly-Owned Subsidiaries; or (ii) the terms of such Affiliate Transaction are fair and reasonable terms no less favorable (as determined by the Board of Directors in good faith) to the Company or such Restricted Subsidiary than Subsidiaries, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtainedobtained by the Company or such Subsidiary, at as 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 thereforcase may be, in a comparable arm’s transaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a Person that value less than $1.0 million which is not such permitted under clause (i) above, the Company shall obtain a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) resolution of the Board of Directors approved by a majority of the members of the Board of Directors (and a majority of the disinterested members of the Company’s Board of Directors Directors) certifying that such Affiliate Transaction complies with clause (ii) above. In Affiliate Transactions with a value of $1.0 million or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Marketmore which are not permitted under clause (i) above, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee shall obtain a written opinion of a nationally recognized investment banking firm stating that as to the transaction is fair fairness to the Company or such Restricted Subsidiary from a financial point of view: view of such a transaction from an independent investment banking firm of nationally-recognized standing. The foregoing provisions will not apply to: (2i) any transaction solely between Restricted Payment that is not prohibited by Section 4.9; (ii) any transaction, approved by the Company and any Wholly Owned Restricted Board of Directors or the board of directors of the Subsidiary party thereto, as the case may be, with an officer or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants director of the Company or of any Restricted Subsidiary of the Company in his or her capacity as determined in good faith by the Company’s Board of Directors (officer or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements director entered into by the Company or any Restricted Subsidiary in the ordinary course of business and any issuance of securitiesbusiness, or other paymentsincluding, awards or grants in cashwithout limitation, securities or otherwisecompensation, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directors; (5) and indemnification agreements and arrangements with any grant of stock options, restricted stock officer or other awards to employees and directors director of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment Subsidiary; or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7iii) the issuance payment of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited management and advisory fees to ▇▇▇▇ ▇▇▇▇ Equity Partners, L.P. and its Affiliates and successors and assigns permitted by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above4.9.

Limitation on Transactions with Affiliates. (a) The Company will not, shall not and will shall not permit any Restricted Subsidiary of its Subsidiaries to (i) sell, lease, transfer, issue or otherwise dispose of any of its Properties or assets or securities to, directly (ii) purchase any Property, assets or indirectlysecurities from, enter into, renew or extend (iii) make any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assetsInvestment in, or (iv) enter into or suffer to exist any contract or agreement with or for the rendering of any service) with a Related Person or with any benefit of, an Affiliate of the Company or any Restricted Subsidiaryof its Subsidiaries (an "Affiliate Transaction"), except upon other than Affiliate Transactions permitted under the following paragraph, unless the Board of Directors of the Company, pursuant to a Board Resolution, reasonably and in good faith determines that such Affiliate Transaction is fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtainedSubsidiary, as the case may be, and is on terms at the least as favorable as might reasonably have been obtainable at such time from an unaffiliated party. All Affiliate Transactions (and each series of such transaction or, if such transaction is pursuant to related Affiliate Transactions which are similar or part of a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction common plan) involving aggregate payments or other Property with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and fair market value in excess of $50,000, shall not apply to: (1) transactions: (A) be approved by a majority of the disinterested members of the Company’s Board of Directors or of the Company, such approval to be evidenced by a majority of the members of the audit committee or compensation committee of Board Resolution stating that such Board of Directors constituted in accordance has determined that such transaction complies with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; orforegoing provisions. (Bb) for which The provisions of the Company or a Restricted Subsidiary delivers foregoing paragraph shall not apply to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2i) any transaction solely between the Company reasonable and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) customary fees and compensation paid to to, and indemnity (other than for fraud or intentional misrepresentation) provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company its Subsidiaries, as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted such Subsidiary pursuant to plans approved by or the Company’s Board senior management thereof, and (ii) transactions 30 exclusively between or among the Company and any of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect its Wholly-owned Subsidiaries that are Guarantors as of the Closing Issue Date or any amendment thereto exclusively between or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension among such Wholly-owned Subsidiaries that are Guarantors as of the maturity thereof) and any replacement agreement or arrangement thereto so long as any Issue Date, provided such amendment or replacement agreement or arrangement is transactions are not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not otherwise prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) aboveIndenture.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with a Related Person or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s arm’s-length transaction with a Person that is not such a Related Person or an Affiliate. (b) . The foregoing limitation does not limit limit, and shall not apply to: (1) transactions: transactions (A) approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company Company, a Restricted Subsidiary or a Restricted Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view:; (2) any transaction solely between among the Company and any Company, its Wholly Owned Restricted Subsidiary Subsidiaries or solely between its Wholly Owned Restricted SubsidiariesRegulated Subsidiaries or any combination thereof; (3) the payment of reasonable and customary regular fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants directors of the Company or any Restricted Subsidiary who are not employees of the Company as determined in good faith and customary indemnification arrangements entered into by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any payments or other transactions pursuant to employment agreements any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or arrangements entered into with which the Company is part of a consolidated group for tax purposes; (5) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Company Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or any employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 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 or other employee benefit plans approved by the Company’s Board of Directors; (513(k) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock)Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Parent TransactionBank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04;; or (10) sales any agreement of accounts receivable, or participations therein, a Restricted Subsidiary acquired after the Issue Date in connection with any Qualified Receivables Financing; or (11) existence at the Escrow Transactionsdate such Person becomes a Restricted Subsidiary. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.07(a) 4.08 and not covered by clauses (2) through (116) of this Section 4.07(b)paragraph, (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, 25 million in value, must be approved or determined to be fair in the manner provided for in clause (1)(Al)(A) or (1)(BB) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(Bl)(B) above.

Limitation on Transactions with Affiliates. (a) The Company will notEnter into any transaction, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the any purchase, sale, lease or exchange of property or assets, or the rendering of any service) with a Related Person or , with any Affiliate of the Company or any Restricted Subsidiary, except unless such transaction is (a) otherwise permitted under this Agreement and (b) upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, it would obtain in a comparable arm’s 's length transaction with a Person that which is not such an Affiliate; provided that nothing contained in this Section 8.10 hereof shall be deemed to prohibit: (i) the payment of transaction expenses in connection with this Agreement, the Note Purchase Transactions and the Telex Exchange, including, but not limited to, the payment by the Company of the Commitment Fee due to GSCP Recovery or any of its Affiliates other than the Company or any of its Subsidiaries; (ii) the Company or any of its Subsidiaries from entering into or performing an agreement with GSCP for the rendering of management consulting or financial advisory services for compensation not to exceed in the aggregate $1,720,000 per year plus reasonable out-of-pocket expenses; provided that at any time during which a Related Person Default or an Affiliate.Event of Default has occurred and is continuing, the Company and its Subsidiaries may not make any payments to GSCP under any such agreement and such payments may accrue to GSCP and may be paid in full after such Default or Event or Default has been cured or waived; provided further that at any time during which the Company and its Subsidiaries are not permitted to make payments to GSCP under any such agreements, GSCP may elect to receive Capital Stock of the Company in lieu of such payments; (iii) the Company or any of its Subsidiaries from entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any person who is or becomes a director, officer, agent or employee of the Company or any of its 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 the Company or any of its Subsidiaries, (B) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (C) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any 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 the Company or any of its Subsidiaries; (iv) the Company or any of its Subsidiaries from performing any agreements or commitments with or to any Affiliate existing on the Closing Date and described on Schedule 8.10 hereto; (v) any transaction permitted under Section 8.3(k), 8.4(d), 8.4(i), 8.4(j), 8.4(k), 8.5, 8.7, 8.9(e) or 8.9(k) hereof, or any transaction with a Wholly Owned Subsidiary of the Company; (vi) [Intentionally Omitted]; or (vii) the making of loans to the Company or its Subsidiaries by GSCP Recovery or any Affiliate thereof other than the Company and its Subsidiaries pursuant to this Agreement or the Additional Senior Secured Notes. For purposes of this Section 8.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in clause (b) The foregoing limitation does not limit and shall not apply to: of the first sentence hereof if (1i) transactions: (A) such transaction is approved by a majority of the disinterested members Disinterested Directors of the Company’s Board board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted such Subsidiary pursuant to plans approved by or (ii) in the Company’s Board event that at the time of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect transaction, there are no Disinterested Directors serving on the Closing Date; (7) the issuance board of Capital Stock directors of the Company (other than Disqualified Stock); (8) or such Subsidiary, such transaction shall be approved by a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales nationally recognized expert with expertise in appraising the terms and conditions of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any type of transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of for which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) aboveapproval is required.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, directly conduct any business or indirectly, enter into, renew or extend into any transaction (including, without limitation, or series of transactions with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any serviceof their Affiliates (each an "Affiliate Transaction") with a Related Person or with any but excluding Specified Affiliate of the Company or any Restricted SubsidiaryTransactions, except upon fair in good faith and reasonable on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable transaction on an arm's-length basis from a Person not an Affiliate of the Company or such Subsidiary. 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 $250,000 shall be approved by the Board of Directors of the Company, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than could be obtained$3,000,000, at the time Company or such Subsidiary shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction oror series of related transactions to the Company or the relevant Subsidiary, if such transaction is pursuant to as the case may be, from a written agreementfinancial point of view, at from an Independent Financial Advisor and file the time of same with the execution of Trustee. Notwithstanding the agreement providing thereforforegoing, the restrictions set forth in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and this Section 4.12 shall not apply to: to (1i) transactions: transactions between the Company and any Subsidiary or between Subsidiaries, (Aii) any employee compensation arrangement of the Company or any Subsidiary which has been approved by a majority of the Company's disinterested members directors and found in good faith by such directors to be in the reasonable best interest of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between Subsidiary, as the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and any issuance of securitiescase may be, or other payments(iii) customary directors' fees, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment indemnification and similar arrangements, stock options and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

Limitation on Transactions with Affiliates. Neither the Company nor any of its Restricted Subsidiaries nor the Guarantor shall, from and after the Issue Date, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with a Related Person or with any such Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction with a an unrelated Person that is not such a Related Person or an Affiliate. and (b) The foregoing limitation does not limit the Company delivers to the Trustee (i) with respect to any Affiliate Transaction involving aggregate payments in excess of $250,000, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above and shall not apply to: (1) transactions: (A) such Affiliate Transaction is approved by a majority of the disinterested members of the Company’s Board of Directors Directors, and (ii) with respect to any Affiliate Transaction (other than the purchase in the ordinary course of business of property or by a majority assets for resale) involving aggregate payments in excess of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market$1,000,000, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers an opinion as to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair fairness to the Company or or, in the case of a transaction with an Affiliate and a Restricted Subsidiary, to such Restricted Subsidiary Subsidiary, in each case from a financial point of view: view issued by an investment banking firm of national standing; provided, however, that (2i) any transaction solely between the Company employment -------- ------- agreement, consulting agreement and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements indemnification obligation entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business and any issuance consistent with the past practice of securitiesthe Company or such Restricted Subsidiary, or other payments, awards or grants (ii) transactions in cash, securities or otherwise, pursuant to, accordance with the terms of the Tax Sharing Agreement or the funding ofManagement Services Agreement (provided that the Company shall not be permitted to make any payment to Dart under the Tax Sharing Agreement in respect of taxes on accrued but unpaid interest income of the Company on intercompany loans), employment arrangements, stock options (iii) the payment of reasonable and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards customary fees to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is who are not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock employees of the Company and (other than Disqualified Stock); (8) a Parent Transaction; (9iv) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations thereintransactions permitted under Sections 4.5 and 4.14 hereof, in connection with any Qualified Receivables Financing; or (11) the Escrow each case, shall not be deemed Affiliate Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

Limitation on Transactions with Affiliates. (a) The Neither the Company nor any Subsidiary of the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend into any transaction (including, without limitation, or series of transactions with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any serviceof their Affiliates (each an "Affiliate Transaction"), except in good faith and on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those that could have been obtained in a comparable transaction on an arm's-length basis from a Person not an Affiliate of the Company or such Subsidiary. 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 Related Person or with fair market value in excess of $1,000,000 shall be approved by the Board of Directors of the Company (including a majority of the directors who are not affiliates of any Affiliate of the Company participating in the Affiliated Transactions in question), such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions, and shall be certified by an officer of the Company as complying with the foregoing provisions such certification to be evidenced by an Officers' Certificate delivered to the Holders. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $2,500,000, the Company or such Subsidiary shall, prior to the consummation thereof, obtain a favorable opinion from an independent Financial Advisor (and deliver the same to the Holders) as to either the fairness of such transaction or series of related transactions to the Company or the relevant Subsidiary, except upon fair and reasonable as the case may be, from a financial point of view or that such transaction is on terms no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, have been obtained in a comparable arm’s transaction on an arm's-length transaction with basis from a Person that is not an Affiliate of the Company or such a Related Person or an AffiliateSubsidiary. (b) The foregoing limitation does not limit and restrictions shall not apply to: to (1i) transactions: the Cabot Stock Purchase; (Aii) approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s 's Board of Directors (or a committee thereof) or senior management; ; (4iii) transactions exclusively between or among the Company and any of its wholly owned Subsidiaries or exclusively between or among such wholly owned Subsidiaries; provided such transactions are not otherwise prohibited by this Agreement; (iv) any transactions pursuant to employment agreements Restricted Payment made in compliance with Section 9.2 or arrangements entered into any other payment permitted by the Company or any Restricted Subsidiary in the ordinary course second paragraph of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; Section 9.2; (5v) any grant of stock options, restricted stock Permitted Investment; or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7vi) the issuance of any Qualified Capital Stock of the Company (other than Disqualified Stock); (8) to an Affiliate of the Company or the Incurrence of any Indebtedness of a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined Subsidiary to be fair in owing to any Affiliate of the manner provided for in clause (1)(A) or (1)(B) above and (b) Company to the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) aboveextent such Indebtedness was incurred under Section 9.3(b).

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 conduct any business or indirectly, enter into, renew or extend into any transaction (including, without limitation, or series of related transactions which are similar or part of a common plan) with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any service) with a Related Person of their respective Affiliates or with any Affiliate beneficial holder of 10% or more of the Common Stock of the Company or any Restricted Subsidiaryofficer or director of the Company (each, except upon an "Affiliate Transaction"), unless the terms of the Affiliate Transaction are set forth in writing, and are fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate payments or other Fair Market Value in excess of $5,000,000 must be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority of the disinterested members Disinterested Directors or by the Board of Directors, such approval to be evidenced by a Board Resolution stating that the Company’s Board of Directors has determined that such transaction or transactions comply with the foregoing provisions provided that, in lieu of such approval by the Disinterested Directors, the Company may obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. In addition to the foregoing, the Company shall obtain, with respect to each Affiliate Transaction involving aggregate consideration of $25,000,000 a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. For purposes of this covenant but without limiting the requirements of the two preceding sentences, when any Affiliate Transaction approved by a majority of the members of the audit committee Disinterested Directors or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for as to which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion has been obtained from an Independent Financial Advisor, on the basis set forth in the preceding sentences, such Affiliate Transaction shall be deemed to be on terms that are fair and reasonable to the Company and the Restricted Subsidiaries, as the case may be, and therefore shall be permitted under this covenant. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among, or solely for the benefit of, the Company and/or any of a nationally recognized investment banking firm stating the Restricted Subsidiaries, (ii) transactions under the First-Lien Credit Documents (as defined in the Intercreditor Agreement), the Note Purchase Agreement and the Registration Rights Agreement and other Transaction Documents, (iii dividends paid by the Company pursuant to and in compliance with this Section 5.14, (iv) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries bonuses, employment agreements and arrangements, compensation or employee benefit arrangements or legal fees, (v) grants of customary registration rights with respect to securities of the Company and (vi) Restricted Payments permitted under Section 5.13 provided that the transaction is any Investments and purchases constituting Restricted Payments must be fair and reasonable to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between Subsidiary, as the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) abovecase may be.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to make any payment to, directly 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, renew into or extend make or amend any transaction (includingor series of related transactions, without limitationcontract, the purchaseagreement, saleloan, lease advance or exchange of property or assetsguarantee with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate of the Company or any Restricted Subsidiary(each of the foregoing, except upon fair and reasonable terms no an “Affiliate Transaction”) involving aggregate consideration in excess of $5.0 million, unless: (i) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Company or such the relevant Restricted Subsidiary than could be obtained, at in the time of such transaction or, if such transaction is pursuant to a written agreement, at the time reasonable judgment of the execution of the agreement providing therefor, Company than those that could reasonably have been obtained in a comparable arm’s length transaction by the Company or such Restricted Subsidiary with an unaffiliated party; and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, the Company delivers to the Trustee a Person that is not resolution adopted in good faith by the majority of the Board of Directors of the Company approving such a Related Person or an AffiliateAffiliate Transaction. (b) The foregoing limitation does not limit limit, and shall not apply to: (1) transactions:Restricted Payments that are permitted by Section 4.7 and Permitted Investments; (A2) approved by a majority the payment of the disinterested customary fees and indemnities to members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted SubsidiariesSubsidiary; (3) fees any customary employment agreement, consulting agreement, severance agreement, employee benefit plan, compensation or benefit arrangement, indemnification agreement or any similar arrangement entered into by, and compensation paid to and indemnity provided on behalf any policy or similar arrangement of, officers, directors, employees or consultants of the Company or any of its Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior managementSubsidiaries and payments pursuant thereto; (4) any transactions pursuant to employment agreements between or arrangements entered into by among the Company and/or its Restricted Subsidiaries (including any Person that becomes (including by redesignation, merger into or any with or transfer of all or substantially all of its assets to) a Restricted Subsidiary in the ordinary course as a result of business and 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 or other employee benefit plans approved by the Company’s Board of Directorssuch transaction; (5) any grant the sale or issuance of stock options, restricted stock or Capital Interests (other awards to employees and directors than Redeemable Capital Interests) of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement together with all amendments thereto, taken as a whole, is not more disadvantageous adverse in any material respect (in the judgment of the Company) to the Holders of the Notes in any material respect than when taken as a whole compared to the original agreement as in effect on the Closing Issue Date) or any transaction contemplated thereby; (7) transactions in which the issuance Company or any of Capital Stock its Restricted Subsidiaries delivers to the Trustee a written opinion from an Independent Financial Advisor to the effect that the transaction is fair, from a financial standpoint, to the Company or any relevant Restricted Subsidiaries or that such transaction is on terms, taken as a whole, that are not materially less favorable to the Company or the relevant Restricted Subsidiary in the reasonable judgment of the Company (other than Disqualified Stock)those that could reasonably have been obtained at the time in an arm’s-length transaction with an unaffiliated party; (8) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any agreement disclosed in the Offering Memorandum to which it is a Parent Transactionparty as of the Issue Date; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement shall only be permitted by this clause (8) to the extent that the terms of any such amendment or new agreement are not otherwise adverse in any material respect (in the judgment of the Company) to the Holders of the Notes when taken as a whole; (9) any Restricted Payments not prohibited by Section 4.04contribution of capital to the Company and transactions with an Affiliate where the only consideration paid is Capital Interests of the Company; (10) sales transactions permitted by, and complying with, Section 5.1; (11) transactions with any joint venture; (12) transactions with Affiliates solely in their capacity as holders of accounts receivableDebt or Capital Interests of the Company or any of its Subsidiaries, so long as there are such non- Affiliate holders of such class and such Affiliates are treated no more favorably than all other holders of such class generally; (13) the entering into of any tax sharing, allocation or similar agreement and any payments by the Company or any of the Restricted Subsidiaries pursuant to any tax sharing, allocation or similar agreement; provided that the amount of any such payments to the direct or indirect owners of the Company for any taxable year shall not exceed the amount permitted under clause (xiv) of Section 4.7(b); (14) transactions with Unrestricted Subsidiaries, customers, clients, lessors, landlords, contractors, suppliers, providers or purchasers or sellers of goods or services, in each case, in the ordinary course of business or consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries or are on no less favorable terms than those that could reasonably have been obtained at such time from an unaffiliated party, in either case in the reasonable determination of the Company; (15) pledges of the Capital Interests of Unrestricted Subsidiaries; (16) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Company) for the purpose of improving the consolidated tax efficiency of the Company and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; provided that after giving effect to any such transactions, the security interests in the Collateral, taken as a whole, would not be materially impaired; (17) any consolidation, amalgamation or merger of the Company or the Issuer with or into, or participations thereinsale, assignment, transfer, lease, conveyance or other disposition of all or part of the properties and assets of the Company or the Issuer to, an Affiliate of the Company solely for the purpose of (a) forming or collapsing a holding company structure, (b) reincorporating or reorganizing the Company or the Issuer in a new jurisdiction, (c) changing the legal domicile of the Company or the Issuer, (d) changing the legal form of the Company or the Issuer or (e) otherwise converting the Company or the Issuer into a Person organized or existing under the laws of another jurisdiction; (18) transactions effected as part of a Qualified Receivables Transaction; (19) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged, consolidated or amalgamated with or into, or otherwise acquired by, 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 contemplation of such acquisition, merger or consolidation, and so long as any such amendment, modification, supplement, extension or renewal is not more adverse in any material respect (in the judgment of the Company) to the Holders of the Notes when taken as a whole compared to the applicable agreement as in effect on the date of such acquisition, merger or consolidation; (20) transactions between the Company and/or any of its Restricted Subsidiaries and any Person a director of which is also a director of the Company or any direct or indirect parent of the Company so long as such director abstains from voting as a director of the Company as such direct or indirect parent, as the case may be, on any matter involving such other Person; (21) Member and Employee Loans and payments in respect thereof; (22) payments by the Company or any of its Restricted Subsidiaries (a) for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding acquisitions or divestitures, which payments are approved by the foregoingCompany in good faith, any and the payment of transaction or series of related transactions covered by Section 4.07(a) fees, out-of-pocket fees and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, expenses incurred in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above connection therewith and (b) for indemnification and similar expenses; (23) the aggregate amount Transactions and the payment of which exceeds $50 million any reasonable fees or expenses incurred in valueconnection therewith (including dividends to any direct or indirect parent entities of the Company to fund payment) and all legal, must be determined accounting and other professional fees and expenses; (24) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Capital Interest in, or controls, such Person; and (25) to be fair in the manner provided for in clause (1)(B) aboveextent requiring the consent or agreement of an Affiliate, the entering into, or any amendment of, the organizational documents of the Company or any of its Restricted Subsidiaries.

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 conduct any business or indirectly, enter into, renew or extend into any transaction (including, without limitation, or series of related transactions which are similar or part of a common plan) with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any service) with a Related Person of their respective Affiliates or with any Affiliate beneficial holder of 10% or more of the Common Stock of the Company or any Restricted Subsidiaryofficer or director of the Company (each, except upon an "Affiliate Transaction"), unless the terms of the Affiliate Transaction are set forth in writing, and are fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate payments or other Fair Market Value in excess of $5,000,000 must be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority of the disinterested members Disinterested Directors or by the Board of Directors, such approval to be evidenced by a Board Resolution stating that the Company’s Board of Directors has determined that such transaction or transactions comply with the foregoing provisions provided that, in lieu of such approval by the Disinterested Directors, the Company may obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. In addition to the foregoing, the Company shall obtain, with respect to each Affiliate Transaction involving aggregate consideration of $25,000,000 a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. For purposes of this covenant but without limiting the requirements of the two preceding sentences, when any Affiliate Transaction approved by a majority of the members of the audit committee Disinterested Directors or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for as to which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion has been obtained from an Independent Financial Advisor, on the basis set forth in the preceding sentences, such Affiliate Transaction shall be deemed to be on terms that are fair and reasonable to the Company and the Restricted Subsidiaries, as the case may be, and therefore shall be permitted under this covenant. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among, or solely for the benefit of, the Company and/or any of a nationally recognized investment banking firm stating the Restricted Subsidiaries, (ii) transactions under the First-Lien Credit Documents (as defined in the Intercreditor Agreement) or the Second-Lien Note Documents (as defined in the Intercreditor Agreement), (iii) dividends paid by the Company pursuant to and in compliance with this Section 6.06, (iv) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries bonuses, employment agreements and arrangements, compensation or employee benefit arrangements or legal fees, (v) grants of customary registration rights with respect to securities of the Company, and (vi) Restricted Payments permitted under Section 6.04 provided that the transaction is any Investments and purchases constituting Restricted Payments must be fair and reasonable to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between Subsidiary, as the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) abovecase may be.

Limitation on Transactions with Affiliates. (a) The Company will notshall not and shall not permit, and will not permit cause, or suffer any Restricted Subsidiary of the Company to, directly or indirectly, enter intosell, renew lease, license, transfer or extend otherwise dispose of any transaction (includingof its properties or assets to, without limitation, the purchase, sale, lease or exchange of purchase any property or assetsassets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate (each of the Company or any Restricted Subsidiaryforegoing, except upon fair and reasonable an "Affiliate Transaction"), unless: (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arms' length transaction by the Company or such Restricted Subsidiary than could be obtainedwith an unrelated Person; and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate payments in excess of $500,000, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time resolution of the execution Board of the agreement providing therefor, Directors set forth in a comparable arm’s length transaction an Officers' Certificate certifying that such Affiliate Transaction complies with a Person that clause (i) above and such Affiliate Transaction is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority of the disinterested members members, if any, of the Company’s Board of Directors or by a majority and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market$[5,000,000], Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers an opinion as to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair fairness to the Company or such Restricted Subsidiary from a financial point of view: view issued by a nationally recognized independent financial advisor; provided, however, that (2i) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) reasonable fees and compensation paid to provided to, and indemnity provided on behalf of, officers, directors, directors and employees or consultants of the Company or any and its Restricted Subsidiary of the Company Subsidiaries as determined in good faith by the Company’s Board of Directors of the Company, (ii) transactions between or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by among the Company or any and its Wholly Owned Subsidiaries that are Restricted Subsidiary in the ordinary course of business and any issuance of securitiesSubsidiaries, or other payments, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directors; (5iii) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.permitted by

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, directly conduct any business or indirectly, enter into, renew or extend into any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with a Related Person or series of related transactions with any Affiliate of the Company or any Restricted Subsidiaryowner of five percent (5%) or more of any class of Capital Stock of the Company or with an Affiliate of any such owner (other than a Subsidiary of the Company or any employee stock ownership plan for the benefit of the Company's or any of its Subsidiaries', except upon fair directors, officers or employees) unless the terms of such business, transaction or series of transactions are (i) set forth in writing, (ii) on terms and reasonable terms no conditions that are not materially less favorable to the Company or such Restricted Subsidiary than could those terms and conditions that would be obtained, obtainable at the time for a comparable transaction or series of such similar transactions in arm's-length dealings with an unrelated third Person and (iii) if the amount involved in any transaction oror series of similar transactions is in excess of $500,000 in any one instance or are in excess of $1,000,000 in aggregate over any one-year period, if such transaction is pursuant to a written agreement, at the time disinterested members of the execution Board of Directors have, by a Board Resolution, determined in good faith that the agreement providing therefor, criteria set forth in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliateclause (ii) are satisfied. (b) The foregoing limitation does not limit and provisions of SECTION 4.6(a) shall not apply to: prohibit (1) transactions: (A) approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2i) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation Payment permitted to be paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and SECTION 4.3, (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise, otherwise pursuant to, or the funding of, employment arrangements, stock options and options, stock appreciation rights, stock ownership plans or other employee and similar benefit plans approved by the Company’s Board of Directors; , (5iii) any grant compensation and benefit arrangements, and loans and advances to officers and employees, in the ordinary course of stock optionsbusiness based on past practice, restricted stock or other awards (iv) the payment of reasonable fees and expenses to employees and directors of the Company or its Subsidiaries who are not employees of the Company or its Subsidiaries, (v) any Restricted transaction between the Company and a Wholly Owned Subsidiary pursuant to plans approved by of the Company or between Wholly Owned Subsidiaries of the Company’s Board of Directors; , (6vi) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or arrangement as in effect with which the Company is part of a consolidated group for tax purposes, (vii) any transaction determined by a nationally recognized investment banking firm or a nationally recognized accounting firm to be reasonable or fair to the Company or any of its Subsidiaries which is a party thereto, (viii) any fees, expenses or indemnities payable by the Company to Windward Capital Management LLC pursuant to the terms of that certain letter agreement, dated as of June 30, 2000, between the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto Company and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement Windward Capital Management LLC, as in effect on the Closing Date; date hereof, (7ix) any fees, expenses or indemnities payable by the issuance of Company to Windward Capital Stock Management LLC pursuant to the terms of the Company Management Agreement, (other than Disqualified Stock); (8) a Parent Transaction; (9x) any provision by the Company or any of its Restricted Payments not prohibited by Section 4.04; (10) sales Subsidiaries of accounts receivabledirectors' and officers' insurance for the benefit of, or participations any indemnification by the Company or any of its Restricted Subsidiaries of, their respective directors and officers, (xi) any transactions, including without limitation indemnification in the event of a Registration (as defined therein), contemplated by the Shareholders Agreement, (xii) any amendment, modification, extension or renewal of any of the foregoing arrangements; provided that the provisions of any such amendment, modification, extension or renewal are (1) approved by the disinterested members of the Board of Directors or (2) determined by a nationally recognized investment banking firm or a nationally recognized accounting firm to be reasonable or fair to the Company or any of its Subsidiaries which is a party thereto, (xiii) any employment agreement, proprietary or confidentiality agreement or non-competition agreement entered into with any employee or officer, in connection the ordinary course of business consistent with any Qualified Receivables Financing; or past practice or as otherwise approved by the Board of Directors, (11xiv) to the Escrow Transactions. Notwithstanding extent not included in the foregoing, any transaction or series of related transactions covered contemplated by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b)the 2000 Stock Option Plan, (axv) the aggregate amount New Transaction, and (xvi) the payment of which exceeds $20 million, but does not exceed $50 million, a fund-raising fee to the Windward Group in value, must be determined to be fair connection with the Raven Acquisition in the manner provided for amount not in clause (1)(A) or (1)(B) above excess of $900,000 and (b) reimbursement of expenses of the aggregate amount of which exceeds $50 million Windward Group in value, must be determined to be fair in the manner provided for in clause (1)(B) aboveconnection therewith.

Limitation on Transactions with Affiliates. (a) The Company will not, Parent and will Publishing shall not and shall not permit any Restricted Subsidiary of their respective Subsidiaries to (i) sell, lease, transfer, issue or otherwise dispose of any of its properties or assets or securities to, directly (ii) purchase any property, assets or indirectlysecurities from, enter into, renew or extend (iii) make any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assetsInvestment in, or (iv) enter into or suffer to exist any contract or agreement with or for the rendering of any service) with a Related Person or with any benefit of, an Affiliate of the Company Parent, Publishing or any Restricted Subsidiaryof their respective Subsidiaries (an "Affiliate Transaction"), except upon fair and reasonable terms no less favorable to other than Affiliate Transactions permitted under the Company or such Restricted Subsidiary than could be obtainedfollowing paragraph, at unless the time Board of such transaction orDirectors of Parent, if such transaction is pursuant to a written agreementBoard Resolution, reasonably and in good faith determines that such Affiliate Transaction is fair to Parent, Publishing or such Subsidiary, as the case may be, and is on terms at the least as favorable as might reasonably have been obtainable at such time from an unaffiliated party. All Affiliate Transactions (and each series of the execution related Affiliate Transactions which are similar or part of the agreement providing therefor, in a comparable arm’s length transaction common plan) involving aggregate payments or other property with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and fair market value in excess of $2,000,000 shall not apply to: (1) transactions: (A) be approved by a majority of the disinterested members of the Company’s Board of Directors or of Parent, such approval to be evidenced by a majority of the members of the audit committee or compensation committee of Board Resolution stating that such Board of Directors constituted in accordance has determined that such transaction complies with the rules foregoing provisions. In addition, neither Publishing, Parent nor any of The Nasdaq Stock Markettheir Subsidiaries shall enter into an Affiliate Transaction or series of related Affiliate Transactions involving or having a value of more than $5 million to Publishing, Inc. Parent or other United States national securities exchange; orany Subsidiary unless Publishing, Parent or such Subsidiary has received an opinion from an Independent Financial Advisor to the effect that the financial terms of such Affiliate Transaction are fair to Publishing, Parent or such Subsidiary or are at least as favorable as might reasonably have been obtained at such time from an unaffiliated party. (Bb) for which The provisions of the Company or a Restricted Subsidiary delivers foregoing paragraph shall not apply to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2i) any transaction solely between the Company reasonable and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) customary fees and compensation paid to to, and indemnity (other than for fraud or intentional misrepresentation) provided on behalf of, officers, directors, employees or consultants of the Company Publishing, Parent or any Restricted Subsidiary of the Company their Subsidiaries, as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company of Publishing, Parent or any Restricted such Subsidiary in or the ordinary course of business senior management thereof, and (ii) transactions exclusively between or among Parent and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect its Wholly-Owned Subsidiaries that are Guarantors as of the Closing Issue Date or any amendment thereto exclusively between or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension among such Wholly-Owned Subsidiaries that are Guarantors as of the maturity thereof) and any replacement agreement or arrangement thereto so long as any Issue Date, provided such amendment or replacement agreement or arrangement is transactions are not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not otherwise prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) aboveIndenture.

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, renew into or extend amend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assetsany property, the guaranteeing of any Indebtedness or the rendering of any service) with a Related Person or with for the benefit of any of its Affiliates (an "Affiliate Transaction") other than any Affiliate of the Company Transaction or any Restricted Subsidiary, except upon fair and reasonable Affiliate Transactions that are on terms that are no less favorable to the Company or than those that might reasonably have been obtained at such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s transaction by the Company on an arm's- length transaction with basis from a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and ; provided, however, that for -------- ------- a transaction or series of related transactions involving value of $1,000,000 or more, such determination shall not apply to: (1) transactions: (A) approved be made in good faith by a majority of the disinterested members of the Company’s Board of Directors, if any; provided, further, -------- ------- however, that for a transaction or series of related transactions involving ------- value of $5,000,000 or more, the Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Marketshall have received, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers prior to the Trustee a written consummation thereof, an opinion of from a nationally recognized investment banking banking, accounting or appraisal firm stating that the transaction such Affiliate Transaction is fair to the Company or such Restricted Subsidiary fair, from a financial point of view: , to the Holders of the Securities. The foregoing provisions shall not prohibit or restrict (2a) any transaction solely transactions between the Company and any Wholly Owned a Restricted Subsidiary of the Company or solely between Wholly Owned among Restricted Subsidiaries; Subsidiaries of the Company, (3b) Restricted Payments and Permitted Investments made in accordance with Section 4.09, (c) the payment of reasonable and customary fees to directors of the Company who are not employees of the Company and the payment of reasonable and customary compensation paid for director and Board of Director observer fees, meeting expenses, insurance premiums and indemnities, to and indemnity provided on behalf ofthe extent permitted by law, (d) making loans or advances to officers, directors, employees or consultants of the Company or any and the Restricted Subsidiary Subsidiaries (including travel and moving expenses) in the ordinary course of business for bona fide business purposes of the Company as determined in good faith by the Company’s Board of Directors or such Restricted --------- Subsidiary (or a committee thereof) or senior management; (4e) any transactions pursuant to employment agreements or arrangements option agreement entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans that is approved by the Company’s Board of Directors; , (5f) any grant of stock optionsAffiliate Transactions in existence, restricted stock or other awards to employees and directors of for which rights or agreements are in existence, on the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as Issue Date, in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement each case as in effect on the Closing Date; Issue Date and as amended thereafter as long as such amendment is not materially adverse to the interests of the Holders of the Securities as determined in good faith by the Board of Directors, (7g) the issuance of Capital Stock stock options (and shares of stock upon the exercise thereof) pursuant to any stock option plan approved by the Board of Directors and shareholders of the Company and (other than Disqualified Stock); (8) a Parent Transaction; (9h) any Restricted Payments not prohibited Affiliate Transactions pursuant to or contemplated by Section 4.04; (10) sales of accounts receivable, or participations thereinthe SingTel Documents, in connection with any Qualified Receivables Financing; or (11) each case as in effect on the Escrow Transactions. Notwithstanding Issue Date and as amended thereafter as long as such amendment is not materially adverse to the foregoing, any transaction or series interests of related transactions covered the Holders of the Securities as determined in good faith by Section 4.07(a) and not covered by clauses (2) through (11) the Board of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) aboveDirectors.

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, renew into or extend permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with, or for the benefit of, any of its Affiliates involving aggregate payments or other property with a Related Fair Market Value in excess of $5,000,000 (each, an “Affiliate Transaction”), other than (1) Affiliate Transactions permitted under Section 4.07(b) and (2) Affiliate Transactions on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person or with any that is not an Affiliate of the Company or any such Restricted Subsidiary, except upon fair . All Affiliate Transactions (and reasonable terms no less favorable to each series of related Affiliate Transactions that are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $10,000,000 shall be approved by a majority of the non-employee directors of the Board of Directors of the Company or disinterested with respect to such Restricted Subsidiary than could Affiliate Transaction, such approval to be obtained, at the time of evidenced by a Board Resolution stating that such disinterested non-employee directors have in good faith determined that such transaction or, if such transaction is pursuant to a written agreement, at complies with the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliateforegoing provisions. (b) The foregoing limitation does not limit and restrictions set forth in Section 4.07(a) shall not apply to: (1) transactions: (A) approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) reasonable fees and compensation paid to to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (42) any transactions pursuant to employment agreements between or arrangements entered into by among the Company or any Restricted Subsidiary in the ordinary course of business and any issuance of securities, its Restricted Subsidiaries or other payments, awards between or grants in cash, securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved among Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Company’s Board of Directorsthis Indenture; (53) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereofthereto) and in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Issue Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

Limitation on Transactions with Affiliates. (aA) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into, renew amend or extend suffer to exist any transaction or series of related transactions that are similar or part of a common plan (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with a Related Person or with any Affiliate (each, an "Affiliate Transaction") or extend, renew, waive or otherwise materially amend or modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless: (1) such Affiliate Transaction is between or among the Company or any Restricted Subsidiaryand/or its Wholly-Owned Subsidiaries, except upon fair and reasonable or (2) the terms no less of such Affiliate Transaction are at least as favorable to as the terms that could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as 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 thereforcase may be, in a comparable arm’s transaction made on an arm's-length transaction basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a fair market value in excess of $3,000,000 which is not permitted under clause (1) above, the Company must obtain a Board Resolution of the Board of Directors of the Company certifying that such Affiliate Transaction complies with clause (2) above. In any Affiliate Transaction involving an amount or having a Person fair market value in excess of $10,000,000 that is not permitted under clause (1) above (other than any sale by the Company of its Capital Stock that is not Disqualified Capital Stock), the Company must obtain a written opinion as to the fairness of such a Related Person or transaction from an Affiliateindependent investment banking firm of national reputation in the United States. (bB) The foregoing limitation does not limit and provisions shall not apply to: (1) transactions: (A) approved any Restricted Payment that is not prohibited by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view:Section 4.11; (2) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) reasonable fees and compensation paid to to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or Company, any Restricted Subsidiary or any direct or indirect parent of the Company as determined in good faith by the Company’s 's Board of Directors (or a committee thereof) or senior managementmanagement and any employment agreement containing terms contemplated by the foregoing; (43) payments made or performance under (i) the Indemnity Agreement or (ii) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereofthereto) and or in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Issue Date; (4) any transaction permitted under Section 5.01; (5) any commercial banking or lending arrangements made with Affiliates of CIVC on arm's length terms; (6) the payment of reasonable and customary management, consulting and advisory fees and related expenses to CIVC up to a maximum of $1.0 million per year; (7) the payment of reasonable and customary advisory, closing and transaction fees and related expenses of CIVC (excluding the management fee referred to in clause (6) above) including, but not limited to, in connection with acquisitions, divestitures and financings by the Company or any Restricted Subsidiary and approved by the Board of Directors, in good faith; (8) transactions with suppliers or other purchasers for the sale or purchase of goods in the ordinary course of business that, in the judgment of the Board of Directors, are on terms at least as favorable as might reasonably have been obtained from an unaffiliated third party; (9) issuance of Capital Stock or Indebtedness for cash or non-cash consideration that is otherwise permitted under this Indenture to any Person; and (10) transactions with a Person that is an Affiliate of the Company solely because the Company or any Restricted Subsidiary owns Capital Stock in such Person; provided that no Affiliate of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9Restricted Subsidiary) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, owns Capital Stock in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) abovesuch Person.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, renew into or extend make or amend any transaction (includingor series of related transactions, without limitationcontract, the purchaseagreement, saleloan, lease advance or exchange of property or assetsguarantee with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate of the Company or any Restricted Subsidiary(each of the foregoing, except upon fair and reasonable an “Affiliate Transaction”) involving aggregate consideration in excess of $1.0 million, unless: (i) such Affiliate Transaction is on terms no that are not materially less favorable to the Company or such the relevant Restricted Subsidiary than those that could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, reasonably have been obtained in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a such Restricted Subsidiary with an unaffiliated party; and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $2.0 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above; and (iii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, the Company must obtain a written opinion of a nationally recognized investment banking banking, accounting or appraisal firm (an “Independent Financial Advisor”) stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view. The foregoing limitation does not limit, and shall not apply to: (1) Restricted Payments that are permitted by the provisions of this Indenture pursuant to Section 4.7 and Permitted Investments permitted under this Indenture; (2) any transaction solely between the payment of reasonable and customary fees and indemnities to members of the Board of Directors of the Company and any Wholly Owned or a Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiarieswho are outside directors; (3) fees the payment of reasonable and customary compensation paid and other benefits (including retirement, health, option, deferred compensation and other benefit plans) and indemnities to officers and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary as determined by the Board of Directors thereof in good faith; (4) transactions between or among the Company and/or its Restricted Subsidiaries; (5) the issuance of Capital Interests (other than Redeemable Capital Interests) of the Company otherwise permitted hereunder; (6) any agreement or arrangement as in effect on the Issue Date (other than the Management Agreement) and any amendment or modification thereto so long as such amendment or modification is not more disadvantageous to the holders of the Notes in any material respect. (7) transactions in which the Company delivers to the Trustee a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and any relevant Restricted Subsidiaries; (8) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (8) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the holders of the Notes in any material respect as determined in good faith by the Board of Directors of the Company; (9) the transactions described in the Offering Memorandum and the payment of all fees and expenses in connection therewith; (10) any contribution of capital to the Company; (11) transactions permitted by, and complying with, Section 5.1; (12) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business and consistent with past practice and on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, as determined in good faith by the Company, than those that could be obtained in a comparable arm’s Board length transaction with a Person that is not an Affiliate of Directors (or a committee thereof) or senior managementthe Company; (413) the payment to the Permitted Holders and any transactions of their affiliates of annual management, consulting, monitoring and advisory fees pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary Management Agreement in the ordinary course of business an aggregate amount not to exceed $5.0 million per year, and 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 or other employee benefit plans approved by the Company’s Board of Directors;reasonable related expenses; and (514) any grant transactions effected as part of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) aboveTransaction.

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, enter intolease, renew transfer or extend otherwise dispose of any transaction (includingof its properties or assets to, without limitation, the purchase, sale, lease or exchange of purchase any property or assetsassets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate (each, an "Affiliate Transaction") if such Affiliate Transaction or series of related Affiliate Transactions involves aggregate consideration in excess of $2.5 million and unless: (i) the Company or any Restricted Subsidiary, except upon fair and reasonable Affiliate Transaction is on terms no that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate.unrelated Person; and (bii) The foregoing limitation does not limit and shall not apply to: (1) transactionsthe Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors of the Company set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this Section 4.07 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted Company in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchangegood faith; orand (B) for which the Company with respect to any Affiliate Transaction or a Restricted Subsidiary delivers series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair fairness to the Company or Holders of such Restricted Subsidiary Affiliate Transaction from a financial point of view:view issued by an accounting, appraisal or investment banking firm of national standing. (2b) The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of Section 4.07(a): (i) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements agreement entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of business or approved by the Board of Directors of the Company in good faith; (ii) transactions between or among the Company and/or its Restricted Subsidiaries; (iii) payment of reasonable directors fees to Persons who are not employees of Holdings, the Company or its Subsidiaries and any issuance other reasonable fees, compensation, benefits and indemnities paid or entered into by the Company or its Restricted Subsidiaries in the ordinary course of securitiesbusiness to or with the officers, directors, consultants or other paymentsemployees of the Company and its Restricted Subsidiaries; (iv) sales, grants, awards or grants issuances of Equity Interests (other than Disqualified Stock) that are approved by a majority of the disinterested members of the Board of Directors of the Company in cashgood faith, securities or otherwise, pursuant to, or including the funding of, employment arrangements, stock exercise of options and stock ownership plans warrants, to Affiliates, officers, directors or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant contribution to plans approved the common equity capital of the Company by Affiliates of the Company’s Board of Directors; (6v) transactions involving the Company or any of its Restricted Subsidiaries, on the one hand, and ▇.▇. ▇▇▇▇▇▇ Securities Inc., Deutsche Bank Securities Inc., Deutsche Bank Trust Company Americas, General Electric Capital Corporation, JPMorgan Chase Bank, Citicorp North America, Inc., Canadian Imperial Bank of Commerce or Chase Lincoln First Commercial Corporation on the other hand, in connection with this offering, the Merger and transactions related thereto, the Credit Agreement and any amendment, modification, supplement, extension, refinancing, replacement, work-out, restructuring and other transactions related thereto, or any management, financial advisory, financing, underwriting or placement services or any other investment banking, banking or similar services, which payments are approved by a majority of the disinterested members of the Board of Directors of the Company in good faith; (vi) as long as the Company is a member of a consolidated (or combined) group filing a consolidated (or combined) return of which Holdings is the parent, payments pursuant to any the tax allocation agreement or arrangement as in effect as of on the Closing Date (or as the same may be amended, modified or replaced from time to time so long as any such amendment, modification or replacement, taken as a whole, is no less favorable to the Holders than the contract or agreement as in effect on the Closing Date) to permit Holdings to pay taxes that are then due and owing and are attributable to the operations of the Company; (vii) Restricted Payments and Permitted Investments (other than Permitted Investments contemplated by clause (15) of the definition of "Permitted Investments") that are permitted by the provisions of Section 4.04; (viii) transactions effected as part of a Qualified Receivables Transaction permitted under Section 4.03; (ix) the existence or performance by the Company or any of its Restricted Subsidiaries of the provisions of the Merger Agreement, the Credit Agreement, the Purchase Agreement, the Registration Agreement, the members' agreement and any other agreements (other than the management and fee agreements, which are addressed in clause (x) below) described under the caption "Management" or "Certain relationships and related transactions" in the Offering Memorandum or any amendment thereto or replacement agreement therefor (including in connection with the Aurora Acquisition) or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes Securities in any material respect than the original agreement as in effect on the Closing Date; (7x) so long as no Default has occurred and is continuing or would be caused thereby, the issuance existence or performance by the Company or any of Capital Stock its Restricted Subsidiaries of the Company provisions of the management and fee agreements described under the caption "Certain relationships and related transactions" in the Offering Memorandum or any amendment thereto or replacement agreement therefor (including in connection with the Aurora Acquisition) or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous to the Holders of the Securities in any material respect than the original agreement as in effect on the Closing Date; and (xi) any agreement (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or Permitted Holder) as in effect as of the Issue Date or any amendment thereto (11so long as any such amendment is not disadvantageous to the Holders of the Securities in any material respect) the Escrow Transactions. Notwithstanding the foregoing, or any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) abovecontemplated thereby.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with a Related Person or with any Affiliate of the Company (each such transaction, an “Affiliate Transaction”) or extend, renew, waive or otherwise modify the terms of any Restricted Subsidiary, except upon fair and reasonable terms no less favorable Affiliate Transaction entered into prior to the Company or Effective Date unless (i) such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction Affiliate 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 that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between or among the Company and any Wholly its Wholly-Owned Restricted Subsidiary or Subsidiaries that are Guarantors; (ii) such Affiliate Transaction is solely between Wholly or among Wholly-Owned Restricted Subsidiaries; Subsidiaries of the Company that are Guarantors; (3iii) such Affiliate Transaction is for reasonable fees and compensation paid to to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary thereof as reasonably determined in good faith by the Board of Directors (when required as described below) or senior management of the Company or of such Subsidiary having no interest in such Affiliate Transaction; or (iv) the terms of such Affiliate Transaction are fair and reasonable to the Company or such Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm’s-length basis between unaffiliated parties, as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course relevant Subsidiary. For the avoidance of business doubt, contemporaneous purchases and/or sales by a Group Member and any issuance an Affiliate of assets, Capital Stock, bonds, notes, debentures or other debt securities, and bank loans, participations or other payments, awards or grants in cash, securities or otherwise, pursuant similar obligations at substantially the same price shall not be deemed transactions with an Affiliate under this Indenture. The foregoing provisions will not apply to (i) the payment of reasonable annual compensation to, or the funding indemnity provided on behalf of, employment arrangements, stock options and stock ownership plans directors or other employee benefit plans approved by executive officers of the Company’s Board , (ii) the continued performance of Directors; transactions with Affiliates disclosed in the Reorganization Plan, on the same terms as disclosed in the Reorganization Plan, (5iii) any grant transactions effected as part of stock optionsa Qualified Securitization Transaction, restricted stock or other awards to employees and directors (iv) the Tax Restructuring, (v) the retention of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; Intercompany Loan Notes (6) without limiting any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(ATax Restructuring) or (1)(Bvi) above and (b) transactions consummated pursuant to the aggregate amount of which exceeds $50 million in value, must be determined to be fair in U.K. Dissolution or the manner provided for in clause (1)(B) aboveCompany Voluntary Arrangements.

Limitation on Transactions with Affiliates. (a) The Company will LNR shall not, and will shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into, renew into or extend permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with a Related Person with, or with for the benefit of, any of its Affiliates (each an "AFFILIATE TRANSACTION"), other than (x) Permitted Affiliate of the Company or any Restricted Subsidiary, except upon fair Transactions and reasonable (y) Affiliate Transactions on terms that are no less favorable to the Company LNR or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, those that might reasonably have been obtained or are obtainable in a comparable arm’s transaction at such time on an arm's-length transaction with basis from a Person that is not an Affiliate of LNR or such Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a Related Person common plan), other than Permitted Affiliate Transactions, involving aggregate payments or other property with a fair market value in excess of $5.0 million must be approved by the Board of Directors of LNR (or, in the case of transactions with Lennar Corporation, or any of its Subsidiaries, by a committee of the Board of Directors of LNR composed entirely of directors who are not officers or directors of Lennar Corporation, or any of its Subsidiaries,) or the Board of Directors of LNR's Subsidiary, as the case may be. Such Board of Director's approval is to be evidenced by a Board Resolution stating that such Board of Directors (including a majority of the directors who do not have any interest in the Affiliate Transaction) has determined that such transaction complies with the foregoing provisions. In addition, if LNR or any Subsidiary of LNR enters into an AffiliateAffiliate Transaction (or a series of related Affiliate Transactions related to a common plan), other than Permitted Affiliate Transactions, involving aggregate payments or other property with a fair market value in excess of $7.5 million, LNR or such Subsidiary, as the case may be, shall, prior to the consummation of that transaction or transactions, obtain a favorable opinion as to the fairness of such transaction or transactions to LNR or the relevant Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor, except that a fairness opinion will not be required for Additional Partnership Transactions between LNR or any of LNR's Subsidiaries and Lennar Corporation, or any of its Subsidiaries, that in the aggregate involve payments or other property with a fair market value of $50 million or less during the entire period that Notes are outstanding. (b) The foregoing limitation does not limit and restrictions set forth in paragraph (a) of this SECTION 4.11 shall not apply to:to (each of the following actions set forth in clauses (i), (ii), (iii), (iv) and (v) being referred to as a "PERMITTED AFFILIATE TRANSACTION"): (1i) transactions: (A) approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees employees, consultants or consultants agents of the Company LNR or any Restricted Subsidiary of the Company LNR as determined in good faith by the Company’s LNR's Board of Directors (or a committee thereof) or senior management; (4ii) any transactions pursuant to employment agreements between or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business among LNR and any issuance of securities, its Wholly Owned Subsidiaries or other payments, awards between or grants in cash, securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directorsamong such Wholly Owned Subsidiaries PROVIDED such transactions are not otherwise prohibited under this Indenture; (5iii) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Base Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereofthereto) and or in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Base Date; (7iv) Restricted Payments permitted by this Indenture; and (v) transactions between or among LNR or any Subsidiaries of LNR and a Land Partnership, PROVIDED such transactions are permitted by and are effected in accordance with the issuance of Capital Stock terms of the Company (partnership agreement or other than Disqualified Stock);similar agreement, of such Land Partnership and the By-laws of LNR, in each case, as in effect on the Issue Date, except that: (8) a Parent Transaction;1) if at any time when transactions between or among LNR or any of its Subsidiaries and NWHL Investment LLC (and its successors or assigns) are subject to the covenants regarding Affiliate Transactions, under the indenture dated July 2, 2003 relating to LNR's 7.625% Senior Subordinated Notes due 2013, and are not excluded from those covenants as Permitted Affiliate Transactions, those transactions will not be excluded as Permitted Affiliate Transactions from the covenants in the Indenture, and (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through if at any time LNR makes payments to the holders of the 7.625% Senior Subordinated Notes due 2013 to induce them to consent to an amendment, waiver or modification of the indenture relating to the 7.625% Senior Subordinated Notes due 2013 that causes transactions between or among LNR or any of its Subsidiaries and NWHL Investment LLC (11and its successors or assigns) to be Permitted Affiliate Transactions under that indenture or otherwise not to be subject to the covenants in that indenture regarding Affiliate Transactions, LNR will make to holders of this Section 4.07(b), (a) the aggregate Notes the same payment per $1,000 principal amount of which exceeds Notes that LNR makes per $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate 1,000 principal amount of which exceeds $50 million in value7.625% Senior Subordinated Notes due 2013 to holders of the 7.625% Senior Subordinated Notes due 2013 who consent to the amendment, must be determined to be fair in the manner provided for in clause (1)(B) abovewaiver or modification.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with a Related Person or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction;; or (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (119) of this Section 4.07(b4.04(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, directly conduct any business or indirectly, enter into, renew or extend into any transaction (including, without limitation, or series of transactions with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any serviceof their Affiliates (each an "Affiliate Transaction") with a Related Person or with any but excluding Specified Affiliate of the Company or any Restricted SubsidiaryTransactions, except upon fair in good faith and reasonable on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable transaction -40- 47 on an arm's-length basis from a Person not an Affiliate of the Company or such Subsidiary. 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 $250,000 shall be approved by the Board of Directors of the Company, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than could be obtained$3,000,000, at the time Company or such Subsidiary shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction oror series of related transactions to the Company or the relevant Subsidiary, if such transaction is pursuant to as the case may be, from a written agreementfinancial point of view, at from an Independent Financial Advisor and file the time of same with the execution of Trustee. Notwithstanding the agreement providing thereforforegoing, the restrictions set forth in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and this Section 4.12 shall not apply to: to (1i) transactions: transactions between the Company and any Subsidiary or between Subsidiaries, (Aii) any employee compensation arrangement of the Company or any Subsidiary which has been approved by a majority of the Company's disinterested members directors and found in good faith by such directors to be in the reasonable best interest of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between Subsidiary, as the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and any issuance of securitiescase may be, or other payments(iii) customary directors' fees, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment indemnification and similar arrangements, stock options and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with a Related Person or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04;; or (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (1110) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

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, enter intolease, renew transfer or extend otherwise dispose of any transaction (includingof its properties or assets to, without limitation, the purchase, sale, lease or exchange of purchase any property or assetsassets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate of the Company or any Restricted Subsidiary(each, except upon fair and reasonable an “Affiliate Transaction”), unless: (1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate.Affiliate of the Company; and (b2) The foregoing limitation does not limit and shall not apply to: (1) transactionsthe 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 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 related Affiliate Transactions complies with this Section and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchangeCompany; orand (B) for which the Company with respect to any Affiliate Transaction or a Restricted Subsidiary delivers series of related Affiliate Transactions involving aggregate consideration in excess of $50 million, an opinion as to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view:view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of paragraph (a): (1) any employment, consulting or similar agreement or arrangement, stock option or stock ownership plan, employee benefit plan, officer or director indemnification agreement, restricted stock 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 issuances of securities pursuant thereto; (2) any transaction solely transactions between or among the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned and/or its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Subsidiary, an Equity Interest in, or controls, such Person; (4) reasonable fees and expenses and compensation paid to to, and indemnity or insurance provided on behalf of, officers, directors, directors or employees or consultants of the Company or any of its Restricted Subsidiary Subsidiaries; (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to, or receipt of a capital contribution from, Affiliates of the Company; (6) Restricted Payments that do not violate Section 4.07 or any Permitted Investments; (7) loans or advances to employees in the ordinary course of business or consistent with past practice; (8) advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business; (9) 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 was a party on the Issue Date, as these agreements may be amended, modified or supplemented from time to time; provided, however, that any future amendment, modification or supplement entered into after the Issue Date will be permitted to the extent that its terms do not materially and adversely affect the rights of any Holders of the Notes (as determined in good faith by the Company’s Board of Directors (or a committee thereofof the Company) or senior managementas compared to the terms of the agreements in effect on the Issue Date; (410) any (A) guarantees by the Company and its Restricted Subsidiaries of performance by Unrestricted Subsidiaries in the ordinary course of business, except for Guarantees of Indebtedness in respect of borrowed money, and (B) pledges of Equity Interests of Unrestricted Subsidiaries for the benefit of lenders of Unrestricted Subsidiaries; (11) transactions pursuant to employment agreements or arrangements entered into by between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or any direct or indirect parent company of the Company and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted Subsidiary; provided, however, that such director abstains from voting as director of the Company or such direct or indirect parent company of the Company, as the case may be, on any matter involving such other Person; and (12) 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 and any issuance otherwise in compliance with the terms of securitiesthe Indenture, or other payments, awards or grants provided that in cash, securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved by reasonable determination of the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors Directors of the Company or any the senior management of the Company, such transactions are on terms not materially less favorable to the Company or the relevant Restricted Subsidiary pursuant than those that could reasonably be expected to plans approved by be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, directly conduct any business or indirectly, enter into, renew or extend into any transaction (including, without limitation, or series of transactions with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any serviceof their Affiliates (each an "Affiliate Transaction") with a Related Person or with any but excluding Specified Affiliate of the Company or any Restricted SubsidiaryTransactions, except upon fair ---------------------- in good faith and reasonable on terms that are no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, have been obtained in a comparable arm’s transaction on an arm's-length transaction basis from a Person not an Affiliate of the Company or such Subsidiary. 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 Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and Fair Market Value in excess of $250,000 shall not apply to: (1) transactions: (A) be approved by a majority of the disinterested independent members of the Company’s Board of Directors or of the Company, such approval to be evidenced by a majority of the members of the audit committee or compensation committee of Board Resolution stating that such Board of Directors constituted in accordance has determined that such transaction complies with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which foregoing provisions. If the Company or any Subsidiary of the Company enters into an Affiliate Transaction (or a Restricted series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value of more than $5,000,000, the Company or such Subsidiary delivers shall, prior to the Trustee consummation thereof, obtain a written favorable opinion as to the fairness of a nationally recognized investment banking firm stating that the such transaction is fair or series of related transactions to the Company or such Restricted Subsidiary the relevant Subsidiary, as the case may be, from a financial point of view: , from an Independent Financial Advisor and file the same with the Trustee. Notwithstanding the foregoing, the restrictions set forth in this Section 4.12 shall not apply to (2i) any transaction solely transactions between the Company and any Wholly Owned Restricted Subsidiary Guarantor or solely between Wholly Owned Restricted Subsidiaries; Subsidiary Guarantors, (3ii) reasonable fees and compensation paid to to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s 's Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5iii) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above4.03.

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, renew into or extend suffer to exist any transaction (including, without limitation, the purchase, sale, lease or exchange series of property or assetsrelated transactions with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate of the Company or any of its Restricted Subsidiary, except upon fair and reasonable Subsidiaries unless (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, have been obtained in a comparable an arm’s 's length transaction with a Person that is not such a Related Person an Affiliate of the Company or an Affiliate. its Restricted Subsidiaries and (b) The foregoing limitation does not limit and shall not apply to: either (1i) transactions: (A) approved by a majority with respect to any transaction or series of the disinterested members related transactions involving aggregate payments in excess of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock MarketUS$2,500,000, Inc. or other United States national securities exchange; or (B) for which but less than US$10,000,000, the Company or a Restricted Subsidiary delivers to the Trustee a resolution of the Board of Directors of the Company set forth in an Officers' Certificate certifying that such transaction or series of related transactions comply with clause (a) above and that such transaction or transactions have been approved by the Board of Directors (including a majority of the Disinterested Directors) of the Company or (ii) with respect to a transaction or series of related transactions involving aggregate payments equal to or greater than US$10,000,000, the Company delivers to the Trustee (x) an Officers' Certificate certifying that such transaction or series of related transactions have been approved by the Board of Directors (including a majority of the Disinterested Directors) of the Company and (y) a written opinion of from a nationally recognized investment banking firm stating to the effect that the such transaction is or series of related transactions are fair to the Company or such Restricted Subsidiary from a financial point of view. The foregoing covenant shall not restrict any of the following: (2A) any transaction solely between transactions exclusively among the Company and any Wholly Owned and/or its Restricted Subsidiary or solely between Wholly Owned Restricted SubsidiariesSubsidiaries provided such transactions are not otherwise prohibited under this Indenture; (3B) the Company from paying reasonable and customary regular compensation or fees and compensation paid to and indemnity provided on behalf ofto, officersor executing customary expense reimbursement, directorsindemnification or similar arrangements with, employees directors or consultants executive officers of the Company or any Restricted Subsidiary made in the ordinary course of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior managementbusiness; (4C) any transactions pursuant to employment agreements or arrangements entered into permitted by the provisions of Section 10.11; (D) the issuance of the Mirror Note, the guarantees of the Mirror Note and transactions permitted by Section 10.21 and Section 10.22; (E) transactions in connection with the Reorganization; and (F) the incurrence by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) aboveDeeply Subordinated Inter-company Debt.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, enter intosell, renew lease, transfer or extend otherwise dispose of any transaction (includingof its properties or assets to, without limitation, the purchase, sale, lease or exchange of purchase any property or assetsassets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate (each of the Company or any Restricted Subsidiaryforegoing, an "Affiliate Transaction"), except upon fair and reasonable for (a) Affiliate Transactions of aggregate value of up to $1.0 million, conducted in good faith, that are on terms that are no less favorable to the Company or such the relevant Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, those that would have been obtained in a comparable arm’s length transaction by the Company or such Subsidiary with a Person that is not such a Related Person or an Affiliate. unrelated Person, (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by Affiliate Transactions of aggregate value of up to $10.0 million that a majority of the disinterested members of on the Company’s Board of Directors or by a majority of the members Company determines to be fair to the Company or the relevant Restricted Subsidiary from a financial point of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or view and (Bc) Affiliate Transactions for which the Company or a Restricted Subsidiary delivers to the Trustee a written an opinion of a nationally recognized investment banking firm stating that as to the transaction is fair fairness to the Company or such Restricted Subsidiary from a financial point of view: view issued by an investment banking firm of national standing. Notwithstanding the foregoing, the following will not be deemed to be Affiliate Transactions: (2i) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and any issuance with the approval of securities, or other payments, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved by the Company’s 's Board of Directors; , (5ii) any grant of stock options, restricted stock transactions between or other awards to employees and directors of among the Company and/or its Wholly Owned Subsidiaries or Guarantors, (iii) transactions permitted by Section 4.7 of this Indenture, (iv) good ▇▇▇▇▇ ▇▇▇▇ fide purchases and sales of inventory or services made in the ordinary course of business consistent with past practice between the Company and any Restricted Subsidiary pursuant to plans approved by or between Restricted Subsidiaries and (v) reasonable directors' fees for members of the Board of Directors of the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

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 conduct any business or indirectly, enter into, renew or extend into any transaction (including, without limitation, or series of related transactions which are similar or part of a common plan) with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any service) with a Related Person of their respective Affiliates or with any Affiliate beneficial holder of 10% or more of the Common Stock of the Company or any Restricted Subsidiaryofficer or director of the Company (each, except upon an “Affiliate Transaction”), unless the terms of the Affiliate Transaction are set forth in writing, and are fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate payments or other Fair Market Value in excess of $5,000,000 must be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority of the disinterested members Disinterested Directors or by the Board of Directors, such approval to be evidenced by a Board Resolution stating that the Company’s Board of Directors has determined that such transaction or transactions comply with the foregoing provisions provided that, in lieu of such approval by the Disinterested Directors, the Company may obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. In addition to the foregoing, the Company shall obtain, with respect to each Affiliate Transaction involving aggregate consideration of $25,000,000 a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. For purposes of this covenant but without limiting the requirements of the two preceding sentences, when any Affiliate Transaction approved by a majority of the members of the audit committee Disinterested Directors or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for as to which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion has been obtained from an Independent Financial Advisor, on the basis set forth in the preceding sentences, such Affiliate Transaction shall be deemed to be on terms that are fair and reasonable to the Company and the Restricted Subsidiaries, as the case may be, and therefore shall be permitted under this covenant. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among, or solely for the benefit of, the Company and/or any of a nationally recognized investment banking firm stating the Restricted Subsidiaries, (ii) transactions under the First-Lien Credit Documents (as defined in the Intercreditor Agreement), the Note Purchase Agreement and the Registration Rights Agreement and other Transaction Documents, (iii dividends paid by the Company pursuant to and in compliance with this Section 5.14, (iv) customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries bonuses, employment agreements and arrangements, compensation or employee benefit arrangements or legal fees, (v) grants of customary registration rights with respect to securities of the Company and (vi) Restricted Payments permitted under Section 5.13 provided that the transaction is any Investments and purchases constituting Restricted Payments must be fair and reasonable to the Company or such Restricted Subsidiary from a financial point of view: (2) any transaction solely between Subsidiary, as the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) abovecase may be.

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 intosell, renew lease, transfer or extend otherwise dispose of any transaction (includingof its properties or assets to, without limitation, the purchase, sale, lease or exchange of purchase any property or assetsassets from, or enter into any contract, agreement, understanding, loan, advance or guaranty with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate (each of the Company or any Restricted Subsidiaryforegoing, an "Affiliate Transaction"), except upon fair for: (i) Affiliate Transactions that, together with all related Affiliate Transactions, have an aggregate value of not more than $1.0 million; provided, that such transactions are conducted in good faith and reasonable on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time by the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s on an arm's-length transaction with basis from a Person that is not an Affiliate of the Company or such a Related Person or an Affiliate.Restricted Subsidiary; 50 (bii) The foregoing limitation does Affiliate Transactions that, together with all related Affiliate Transactions, have an aggregate value of not limit and shall not apply to: more than $5.0 million; provided, that (1) transactions: (A) approved by a majority of the disinterested members Managers of the Company’s Board of Directors or Company or, if none, a disinterested committee appointed by a majority the Managers of the members Company for such purpose, determine that such transactions are conducted in good faith and on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time by the Company or such Restricted Subsidiary on an arm's-length basis from a Person that is not an Affiliate of the audit committee Company or compensation committee of such Board of Directors constituted in accordance with Restricted Subsidiary and (2) prior to entering into such transaction the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchangeCompany shall have delivered to the Trustee an Officers' Certificate certifying to such effect; or (Biii) Affiliate Transactions for which the Company or a Restricted Subsidiary delivers to the Trustee a written an opinion of a nationally recognized investment banking firm stating that as to the transaction is fair fairness to the Company or such Restricted Subsidiary from a financial point of view:view issued by an accounting, appraisal or investment banking firm of national standing. (2b) Notwithstanding the foregoing, the following will be deemed not to be Affiliate Transactions: (i) transactions between or among the Issuers and/or any transaction solely between or all of the Company Subsidiary Guarantors; (ii) Restricted Payments permitted by Section 4.7; and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3iii) fees reasonable and customary compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of PGP, the Company or any Restricted Subsidiary of Subsidiary, in each case for services provided to the Company or any Restricted Subsidiary, as determined in good faith by the Company’s Board of Directors (or a committee thereof) Managers or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course executives of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

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, renew into or extend suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with a Related Person or with any Affiliate (each 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) such Affiliate Transaction is between or among the Company and its Wholly Owned Subsidiaries; or any Restricted Subsidiary, except upon (ii) the terms of such Affiliate Transaction are fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction with a Person that is not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved obtained by a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary Subsidiary, as the case may be, in a comparable transaction made on an arm's- length basis between unaffiliated parties. 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 $2 million which is not permitted under clause (i) above, the Company must obtain a resolution of the Board of Directors of the Company certifying that such Affiliate Transaction complies with clause (ii) above. 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 $10 million which is not permitted under clause (i) above, the Company must obtain a favorable written opinion as to the fairness of such transaction or transactions, as the case may be, from a financial point of view: an Independent Financial Advisor. The foregoing provisions shall not apply to (2i) any Restricted Payment that is not prohibited by Section 4.09, or any -63- transaction solely between that is permitted by the Company definition of "Restricted Payment" (other than the transactions described in clauses (iv) and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3vii) of the definition of "Permitted Investments"), (ii) reasonable fees and compensation paid to and indemnity provided on behalf of, of officers, directors, directors or employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s 's Board of Directors (or a committee thereof) or senior management; management or (4iii) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereofthereto) and in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes holders in any material respect than the original agreement as in effect on the Closing Issue Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.

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 conduct any business or indirectly, enter into, renew or extend into any transaction or series of transactions (including, without limitation, including the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with a Related Person or with for the benefit of any Affiliate of the Company or any Restricted SubsidiarySubsidiary (each an "Affiliate Transaction"), except upon fair in good faith and reasonable on terms that are set forth in writing and that are no less favorable to the Company or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, have been obtained in a comparable arm’s transaction on an arm's-length transaction with basis from a Person that is person not such a Related Person or an Affiliate. (b) The foregoing limitation does not limit and shall not apply to: (1) transactions: (A) approved by a majority Affiliate of the disinterested members of the Company’s Board of Directors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary Subsidiary. All Affiliate Transactions (and each series of related Affiliated Transactions which are similar or part of a common plan), involving aggregate payments or other value in excess of $100,000 shall be approved by the Board of Directors, such approval to be evidenced by a Board Resolution stating that the Board of Directors has determined that such transaction complies with the provisions of this Section 4.12. Notwithstanding the foregoing, the restrictions set forth in this Section 4.12 shall not apply to (i) the payment of reasonable and customary directors fees to directors who are not employees of the Company, (ii) the purchase of property or services from a financial point of view: (2) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants an Affiliate of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary or sales of property or services to an Affiliate of the Company or any Subsidiary by the Company or any Subsidiary which are in the ordinary course of business and any issuance of securities, consistent with past practice and do not involve aggregate payments or other payments, awards or grants value in cash, securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved by the Company’s Board excess of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as $100,000 in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any single transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses transactions, or (2) through (11) of this Section 4.07(b), (aiii) the aggregate amount performance by the Company of which exceeds $20 millionits obligations under the Registration Effectiveness Agreement or the Securities Purchase Agreement dated as of May 14, but does 1993 by and among the Company and the investment manager of certain funds named therein. Anything contained in this Indenture to the contrary notwithstanding, the Company shall not, and shall not exceed $50 millionpermit any Subsidiary to, engage in value, must be determined to be fair in any Affiliate Transaction with or for the manner provided for in clause (1)(A) or (1)(B) above and (b) benefit of the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) aboveInactive Subsidiaries.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to sell, lease, transfer or otherwise dispose of any of its properties or assets to, directly or indirectly, enter into, renew or extend purchase any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assetsassets from, or enter into or make any contract, agreement, understanding, loan, advance or guarantee with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate (each of the Company foregoing, an "AFFILIATE TRANSACTION"), or any Restricted Subsidiaryseries of related Affiliate Transactions, except upon fair and reasonable unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted the relevant Subsidiary than those that could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, have been obtained in a comparable arm’s length transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to an Affiliate Transaction, or any series of related Affiliate Transactions, involving aggregate consideration in excess of $2.5 million, a Person resolution of the Board of Directors set forth in an Officers' Certificate certifying that is not such a Related Person or an Affiliate. Affiliate Transaction complies with clause (bi) The foregoing limitation does not limit above and shall not apply to: (1) transactions: (A) that such Affiliate Transaction has been approved by a majority of the disinterested members of the Company’s Board of Directors and (b) with respect to an Affiliate Transaction, or by a majority any series of the members related Affiliate Transactions, involving aggregate consideration in excess of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market$5 million, Inc. or other United States national securities exchange; or (B) for which the Company or a Restricted Subsidiary delivers an opinion as to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view: view issued by an investment banking firm of national standing; PROVIDED that the following shall not be deemed to be Affiliate Transactions: (2w) any transaction solely between the Company and any Wholly Owned Restricted Subsidiary transactions or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors (or a committee thereof) or senior management; (4) any transactions payments pursuant to any employment arrangements, director or officer indemnification agreements or arrangements employee or director benefit plans entered into by the Company or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; such Subsidiary, (6x) any transactions pursuant to any agreement between or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of among the Company and/or any of its Subsidiaries, (other than Disqualified Stock); (8) a Parent Transaction; (9y) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered pursuant to terms entered into prior to the date of this Indenture and (z) Restricted Payments by the Company which are permitted by Section 4.07(a) 4.3 and not covered by clauses (2) through (11) are made on a PRO RATA basis to each stockholder of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) aboveCompany.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, enter intosell, renew lease, transfer or extend otherwise dispose of any transaction (includingof its properties or assets to, without limitation, the purchase, sale, lease or exchange of purchase any property or assetsassets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the rendering of any service) with a Related Person or with benefit of, any Affiliate (each of the Company or any Restricted Subsidiaryforegoing, an "Affiliate Transaction"), except upon fair for (i) Affiliate Transactions, which together with all Affiliate Transactions that are part of a common plan, have an aggregate value of not more than $1.0 million; provided, that such transactions are conducted in good faith and reasonable on terms that are no less favorable to the Company or such the relevant Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, those that would have been obtained in a comparable arm’s transaction at such time on an 50 52 arm's-length transaction with basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary, (ii) Affiliate Transactions, which together with all Affiliate Transactions that are part of a Related Person or common plan, have an Affiliate. (b) The foregoing limitation does aggregate value of not limit and shall not apply to: (1) transactions: (A) approved by more than $5.0 million; provided, that a majority of the disinterested members of the Company’s Board of Directors or by a majority of the members Company determine that such transactions are conducted in good faith and on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would 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 audit committee Company or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock MarketRestricted Subsidiary, Inc. or other United States national securities exchange; or and (Biii) Affiliate Transactions for which the Company or a Restricted Subsidiary delivers to the Trustee a written an opinion of a nationally recognized investment banking firm stating that as to the transaction is fair fairness to the Company or such Restricted Subsidiary from a financial point of view: , issued by an investment banking firm of national standing. Notwithstanding the foregoing, the following will not be deemed to be Affiliate Transactions: (2i) any transaction solely between employment agreements entered into by the Company and or any Restricted Subsidiary in the ordinary course of business with the approval of a majority of the disinterested members of the Company's Board of Directors, (ii) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (iii) Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; Payments permitted by Section 4.7 of this Indenture, and (3iv) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by a majority of the disinterested directors of the Company’s 's Board of Directors (or a committee thereof) or senior management; (4) any transactions pursuant to employment agreements or arrangements entered into or, if none, unanimously by the Company or any Restricted Subsidiary in the ordinary course of business and 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 or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.04; (10) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing; or (11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.