Common use of Limitation on Transactions with Affiliates Clause in Contracts

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto).

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 50.0 million and (y) 5.01.5% of Consolidated EBITDA of the Issuer for the Applicable Measurement PeriodTangible Net Worth, unless: (1) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 105.0 million and (y) 10.02.75% of Consolidated EBITDA of the Issuer for the Applicable Measurement PeriodTangible Net Worth, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B10.10(b)(11) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, transaction that has been approved by, or pursuant to arrangements approved by, by a majority of the members disinterested directors of the Board of the IssuerIssuer or any Parent Entity, or where no such disinterested directors exist, by unanimous approval of the directors of such Board; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date[reserved]; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses[reserved]; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice or industry norm and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith[reserved]; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith[reserved]; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practicepractice or industry norm; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and; (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice or industry norm (including, without limitation, any cash management activities related thereto); (24) transactions undertaken in good faith for the purpose of improving the consolidated tax efficiency of the Issuer and the Restricted Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; and (25) any merger, consolidation or reorganization of the Issuer or any of its Restricted Subsidiaries (otherwise not prohibited by this Indenture) with an Affiliate of the Issuer and/or such Restricted Subsidiary solely for the purpose of (i) reorganizing Capital Stock of the Issuer or any direct or indirect parent thereof, (ii) forming or collapsing a holding company structure or (iii) reorganizing the Issuer or such Restricted Subsidiary in a new jurisdiction, in each case, so long as any such merger, consolidation or reorganization has been approved by such Restricted Subsidiary, as applicable, in good faith.

Limitation on Transactions with Affiliates. (a) The Issuer shall notNeither the Company nor the Parent shall, and neither the Company nor the Parent shall not permit any of its their respective Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee Guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “"Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of "), unless (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1a) such Affiliate Transaction is on terms, taken as a whole, terms that are not materially no less favorable to the Issuer Company, the Parent or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Company, the Parent or such Restricted Subsidiary on an arm's length basis with an unrelated Person on Person, (b) the Company delivers to the Trustee (i) with respect to any Affiliate Transaction involving aggregate payments in excess of $5.0 million, an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare Officers' Certificate certifying that such Affiliate Transaction, Transaction complies with clause (a) above and such Affiliate Transaction is otherwise fair approved by a majority of the disinterested members of the Board of Directors and (ii) with respect to any Affiliate Transaction involving aggregate payments in excess of $10.0 million (other than an Affiliate Transaction involving the acquisition or disposition of a lodging facility by the Company, the Parent or a Restricted Subsidiary of the Company or the Parent), an opinion as to the Issuer fairness to the Company, the Parent or such Restricted Subsidiary from a financial point of view issued, at the option of the Company, by an investment banking firm of national standing or a Qualified Appraiser and when such transaction is taken in its entirety; and (2c) the Issuer Company delivers to the Trustee with respect to any in the case of an Affiliate Transaction involving the acquisition or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation disposition of a corporate event)lodging facility by the Company, and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, Parent or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer Company or any the Parent Entity; and (5x) transactions in which the Issuer or any involving aggregate payments of its Restricted Subsidiariesmore than $5.0 million and less than $25.0 million, as the case may be, delivers an appraisal by a Qualified Appraiser to the Trustee a letter from an Independent Financial Advisor stating effect that such the transaction is being undertaken at fair market value or (y) involving aggregate payments of $25.0 million or more, an opinion as to the Issuer fairness of the transaction to the Company, the Parent or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction issued by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination investment banking firm of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafternational standing; provided, however, that the existence offollowing shall not be deemed Affiliate Transactions: (A) any employment, deferred compensation, stock option, noncompetition, consulting or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after by the Issue Date shall only be permitted by this clause (7) to Company, the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its their respective Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to consistent with the Issuer and its Restricted Subsidiaries (as determined by past practice of the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged intoCompany, the Issuer Parent or a such Restricted Subsidiary and not entered into Subsidiary, (B) transactions between or among the Company, the Parent and/or their respective Restricted Subsidiaries, (C) the incurrence of fees in contemplation connection with the provision of such acquisition or merger; hotel management services, provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into fees are paid in the ordinary course of business or and are consistent with past practice and (including, without limitation, any cash management activities related thereto)D) Restricted Payments permitted by Section 4.7 hereof.

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, conduct any payment tobusiness or enter into, renew, amend or sellconduct any transaction or series of related transactions (including the purchase, leasesale, transfer lease or otherwise dispose exchange of any assets or the rendering of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, service) with or for the benefit of, of any Affiliate of the Issuer their respective Affiliates (each of the foregoingeach, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: (1) such Affiliate Transaction is on termsTransaction, taken as a whole, that is on terms which are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the relevant Restricted Subsidiary case may be, than those that would have been obtained be available in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; andan unaffiliated third party; (2) the Issuer delivers to the Trustee with respect to any if such Affiliate Transaction or series of related Affiliate Transactions involving involves aggregate payments or other consideration having a Fair Market Value in excess of the greater of (x) $50.0 million 5.0 million, such Affiliate Transaction is in writing and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the disinterested members of the Board of Directors of the Issuer approving Company shall have approved such Affiliate Transaction and set forth in an Officer’s Certificate certifying determined that such Affiliate Transaction complies with clause the foregoing provisions, or, in the event that there are no disinterested directors, the Trustee has received a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction are fair, from a financial point of view, to the Company or the Restricted Subsidiary involved in such Affiliate Transaction, as the case may be; and (13) aboveif such Affiliate Transaction or series of related Affiliate Transactions involves aggregate payments or other consideration having a Fair Market Value in excess of $15.0 million, such Affiliate Transaction is in writing and the Trustee has received a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction are fair, from a financial point of view, to the Company or the Restricted Subsidiary involved in such Affiliate Transaction, as the case may be. (b) The foregoing provisions Notwithstanding the foregoing, the restrictions set forth in this Section 4.13 shall not apply to the followingto: (1) (A) transactions between with or among the Issuer Company and a any Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purposeSubsidiaries; (2) any Permitted Investment and any Restricted Payments Payment or other payment or Investment permitted by Section 10.10 (other than to be made pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition)Section 4.09; (3) (A) any issuance of Qualified Capital Stock of the payment Company, or other payments, awards or grants in cash, Qualified Capital Stock of managementthe Company or otherwise, consultingpursuant to employment arrangements or stock option plans for the benefit of employees, monitoringofficers, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event)directors, and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses consultants who are not otherwise Affiliates of the Investors, Company and made in each case, approved by, or pursuant to arrangements approved by, a majority the ordinary course of the members of the Board of the Issuerbusiness; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided advances to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or and consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement who are not otherwise disadvantageous in any material respect in the good faith judgment Affiliates of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case Company made in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair an amount not to the Issuer and its Restricted Subsidiaries, exceed $1.0 million in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated partyany calendar year; (105) the issuance or transfer payment of (A) Equity Interests (other than Disqualified Stock) of the Issuer reasonable directors’ fees, indemnification and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any formersimilar arrangements, current or future director, manager, officerconsulting fees, employee salaries, bonuses or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, compensation or employee benefit plans, stock option plans arrangements and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar incentive arrangements with any such employeesofficer, directors, officers, managers director or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board employee of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer Company or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice(including reasonable benefits thereunder); (176) issuances and sales of Qualified Capital Stock of the Company or the receipt of the proceeds of capital contributions in respect of Qualified Capital Stock (including from the proceeds of any Future ABRY Subordinated Indebtedness); (7) a provision or purchase of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar goods or services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiariesbusiness; and (23) payments 8) any transactions undertaken pursuant to any contractual obligations in existence on the Issue Date (or on the Closing Date and from, and transactions with, any joint ventures entered into in connection with the ordinary course of business Transactions), as the same may be amended, modified or consistent with past practice (includingreplaced from time to time so long as such amendment, without limitation, modification or replacement is no less favorable to the Company and the Restricted Subsidiaries in any cash management activities related thereto)material respect.

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 35.0 million and (y) 5.01.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement PeriodTangible Net Worth, unless: (1) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 70.0 million and (y) 10.02.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement PeriodTangible Net Worth, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B10.10(b)(11) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, transaction that has been approved by, or pursuant to arrangements approved by, by a majority of the members disinterested directors of the Board of the IssuerIssuer or any Parent Entity, or where no such disinterested directors exist, by unanimous approval of the directors of such Board; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date[reserved]; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses[reserved]; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith[reserved]; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith[reserved]; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto).

Limitation on Transactions with Affiliates. (a) The Issuer shall Holdings will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transactiontransaction or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer Holdings (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period10.0 million, unless: (1i) such Affiliate Transaction is on terms, taken as a whole, terms that are not materially less favorable to the Issuer Holdings or the relevant Restricted Subsidiary than those that would could reasonably have been obtained in a comparable arm’s-length transaction by the Issuer Holdings or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; andunaffiliated party; (2ii) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $20.0 million, Holdings delivers to the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, Trustee a resolution adopted by a the majority of the Board of the Issuer Directors of Holdings approving such Affiliate Transaction and set forth in an Officer’s Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1i) above.; and (biii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, Holdings must obtain and deliver to the Trustee a written opinion of a nationally recognized investment banking, accounting or appraisal firm stating that the transaction is fair to Holdings or such Restricted Subsidiary, as the case may be, from a financial point of view. The foregoing provisions limitations do not limit, and shall not apply to the followingto: (1) (A) transactions between or among the Issuer Restricted Payments that are permitted by Section 4.7 and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of Permitted Investments permitted under this Indenture and effected for a bona fide business purposeIndenture; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements other benefits (including retirement, health, option, deferred compensation and employment other benefit plans) to members of the Board of Directors of Holdings or a Restricted Subsidiary; (3) the payment of reasonable and severance arrangements provided customary compensation and other benefits (including retirement, health, option, deferred compensation and other benefit plans) and indemnities to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, officers and employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, of Holdings or any permitted transfereeRestricted Subsidiary; (4) of the Issuer, any transactions between or among Holdings and/or its Restricted Subsidiary of the Issuer or any Parent EntitySubsidiaries; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of on the Issue Date, or Date and any amendment or modification thereto (so long as any such amendment or modification is not more disadvantageous to the Holders of the Notes in any material respect in the good faith judgment respect; (6) any contribution of the Board of the Issuer capital to Holdings or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date)any Restricted Subsidiary; (7) the existence oftransactions permitted by, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection and complying with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue DateArticle V hereof; (8) any transaction with a joint venture, partnership, limited liability company or other entity in the Transactions and the payment ordinary course of all fees and expenses related to the Transactionsbusiness that would constitute an Affiliate Transaction solely because Holdings or a Restricted Subsidiary owns an equity interest in such joint venture, including Transaction Expensespartnership, limited liability company or other entity; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners suppliers or purchasers or sellers of goods or services that are Affiliatesservices, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the case, on terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at to Holdings or such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity determined in good faith; (21) sales faith by Holdings, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted SubsidiariesHoldings; and (2310) payments to and from, and transactions with, any joint ventures entered into in the ordinary course effected as part of business or consistent with past practice (including, without limitation, any cash management activities related thereto)a Qualified Receivables Transaction.

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee Guarantee with, or for the benefit of, any Affiliate involving aggregate consideration in excess of $5.0 million on or after the Issuer Issue Date (each of the foregoingeach, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: (1) such Affiliate Transaction is on terms, taken as a whole, terms that are not materially no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entiretyPerson; and (2) the Issuer delivers to the Trustee Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period10.0 million, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and Directors set forth in an Officer’s Officers' Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer this Section 4.14 and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted Affiliate Transaction has been approved by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the disinterested members of the Board of the Issuer;Directors; and (4b) the payment with respect to any Affiliate Transaction or series of reasonable and customary fees and compensation paid torelated Affiliate Transactions involving aggregate consideration in excess of $25.0 million, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, an opinion as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view or stating that the terms are issued by an Independent Financial Advisor. The following items shall not materially less favorablebe deemed to be Affiliate Transactions and, when taken as a wholetherefore, will not be subject to the Issuer or provisions of the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis;prior paragraph: (61) any consulting, severance or employment agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance entered into by the Issuer or any of its Restricted Subsidiaries approved by a majority of its obligations under the terms ofdisinterested members of the Board of Directors of the Issuer; (2) transactions (i) between or among the Issuer and/or the Guarantors, (ii) between or among Restricted Subsidiaries that are not Guarantors; and (iii) between or among the Issuer and the Guarantors, on the one hand, and Restricted Subsidiaries that are not Guarantors, on the other hand, in the ordinary course of business; (3) payment of reasonable directors fees to directors of the Issuer and any stockholders Parent and the provision of customary indemnities to directors, officers, employees or consultants of the Issuer, and any Parent or any Restricted Subsidiary; (4) issuances and sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Issuer; (5) any tax sharing agreement or arrangement and payments pursuant thereto among the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger Issuer and its Subsidiaries and any similar agreements other Person with which it (the Issuer or any Parent Entity) may enter into thereafter; providedits Subsidiaries is required or permitted to file a consolidated, however, that the existence of, combined or the performance by unitary tax return or with which the Issuer or any of its Restricted Subsidiaries is or could be part of a consolidated, combined or unitary group for tax purposes in amounts not otherwise prohibited by this Indenture; (or such Parent Entity6) 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 Restricted Payments that are permitted by this clause Section 4.11 or any Permitted Investment; (7) loans to the extent employees that the terms of any such amendment or new agreement are not otherwise disadvantageous approved in any material respect in the good faith judgment by a majority of the Board of Directors of the Issuer in an amount not to exceed $5.0 million outstanding at any time and advances and expense reimbursements to employees in the ordinary course of business; (8) agreements (and payments relating thereto) existing on the Issue Date, as the same may be amended, modified or the senior management thereof replaced from time to time, so long as any amendment, modification or replacement is not materially less favorable to the Holders when taken as a whole as compared to Issuer and its Restricted Subsidiaries than the applicable agreement as in effect on the Issue Date; (8) 9) transactions with a joint venture engaged in a Permitted Business; provided that all the Transactions outstanding ownership interests of such joint venture are owned only by the Issuer, its Restricted Subsidiaries and Persons who are not Affiliates of the payment of all fees and expenses related to the Transactions, including Transaction ExpensesIssuer; (910) transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment; (11) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners suppliers or purchasers or sellers of goods or services that are Affiliatesgoods, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with business; and (12) transactions which have been approved by a majority of the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination disinterested members of the Board of the Issuer or the senior management thereof, or are on terms, taken Directors and with respect to which an Independent Financial Advisor has delivered an opinion as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of fairness to the Issuer or such Parent Entity, as the case may be, on any matter including Restricted Subsidiary of such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management transaction from a financial point of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)view.

Limitation on Transactions with Affiliates. (a) The Issuer Borrower shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, make enter into any payment totransaction or series of related transactions (including the purchase, or sellsale, transfer, assignment, lease, transfer conveyance or otherwise dispose exchange of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend the rendering of any transaction, contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of the Issuer Borrower or such Restricted Subsidiary (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: (1i) the terms of such Affiliate Transaction is on termsare (A) not materially less favorable, taken as a whole, that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Borrower or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted SubsidiariesSubsidiary, as the case may be, delivers than those that could be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate of the Borrower or (B) in the reasonable opinion of the Administrative Agent, taken as whole, fair and reasonable to the Trustee Borrower or such Restricted Subsidiary, as the case may be; (ii) if such Affiliate Transaction involves aggregate payments or value in excess of $3,000,000, a letter majority of the disinterested members of the Board of Directors or, if there is only one disinterested director, such disinterested director determines that such Affiliate Transaction complies with Section 8.06(a)(i) of this covenant as evidenced in the minutes or other evidence of Board action; and (iii) if such Affiliate Transaction involves aggregate payments or value in excess of $10,000,000, the Borrower obtains a written opinion from an Independent Financial Advisor stating that such transaction is fair to the Issuer effect that the consideration to be paid or received in connection with such Restricted Subsidiary Affiliate Transaction is fair, from a financial point of view or stating that the terms are not materially less favorable, when taken as a wholeview, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Borrower or such Restricted Subsidiary, as applicable. (b) Notwithstanding the foregoing limitation, the Borrower or any Restricted Subsidiary with an unrelated Person on an arm’s length basismay make, engage in, enter into or suffer to exist the following: (i) any transaction or series of related transactions between or among (A) the Borrower and/or one or more Subsidiary Guarantors, (B) two or more Subsidiary Guarantors or (C) the Borrower, any Subsidiary Guarantor and/or one or more Foreign Subsidiaries pursuant to the reasonable requirement of, and in furtherance of, the Business Plan. (ii) any Restricted Payment permitted to be made pursuant to Section 8.03, any Permitted Investment or any Indebtedness permitted to be incurred pursuant to Section 8.04; (6iii) the payment of reasonable compensation (including awards or grants in cash, securities or other payments) for the personal services of officers, directors, consultants and employees of the Borrower or any agreement or arrangement as in effect or contemplated Restricted Subsidiary in the good faith determination ordinary course of the Issuer as of the Issue Datebusiness; (iv) entering into, or any adoption or modification or amendment thereto (to, or transaction or other arrangements or payments or reimbursements pursuant to employment agreements, collective bargaining agreements, employee benefit plans or arrangements for employees, officers or directors, including vacation plans, health and life insurance plans, deferred compensation plans, directors’ and officers’ indemnification arrangements and retirement or savings plans, stock option, stock ownership and similar plans so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of Directors or a committee thereof comprised of disinterested directors in good faith shall have approved the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date)terms thereof; (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9v) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners suppliers or purchasers or sellers of goods or services that are Affiliatesservices, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture Agreement, which are fair to the Issuer and its Borrower or the Restricted SubsidiariesSubsidiary, as the case may be, in the reasonable determination of the Board of the Issuer Directors or the disinterested members of the Borrower’s senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiariesparty; and (23vi) payments transactions pursuant to any agreement as in effect on the Closing Date and fromdisclosed in Schedule 8.06(b) as the same may be amended, modified, supplemented, extended or renewed from time to time in any manner not materially less favorable (taken as whole) to the Borrower and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)its Restricted Subsidiaries.

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 50.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 105.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in accompanied by an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B10.10(b)(11) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer[Reserved]; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s arm’s-length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with on the Merger Issue Date and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) ), 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses[Reserved]; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice or industry norm and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith[Reserved]; (12) payments, loans, advances or guarantees (or cancellation cancellations of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practicepractice or industry norm; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation participations therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and; (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice or industry norm (including, without limitation, any cash management activities related thereto); (24) transactions undertaken in good faith for the purpose of improving the consolidated tax efficiency of the Issuer and the Restricted Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; and (25) any merger, consolidation or reorganization of the Issuer or any of its Restricted Subsidiaries (otherwise not prohibited by this Indenture) with an Affiliate of the Issuer and/or such Restricted Subsidiary solely for the purpose of (i) reorganizing Capital Stock of the Issuer or any direct or indirect parent thereof, (ii) forming or collapsing a holding company structure or (iii) reorganizing the Issuer or such Restricted Subsidiary in a new jurisdiction, in each case, so long as any such merger, consolidation or reorganization has been approved by such Restricted Subsidiary, as applicable, in good faith.

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit permit, cause, or suffer any Restricted Subsidiary of its Restricted Subsidiaries the Company to, make any payment todirectly or indirectly, or sell, lease, license, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “"Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period"), unless: (1i) such Affiliate Transaction is on terms, taken as a whole, terms that are not materially no less favorable to the Issuer Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arms' length transaction by the Issuer Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis orPerson; and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate payments in excess of $500,000, if in the good faith judgment a resolution of the Issuer, no comparable transaction is available with which to compare Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction, Transaction complies with clause (i) above and such Affiliate Transaction is otherwise fair approved by a majority of the disinterested members, if any, of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of $20,000,000, an opinion as to the Issuer fairness to the Company or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted issued by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a nationally recognized independent financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafteradvisor; provided, however, that the existence foregoing limitations shall not apply to (i) any reasonable fees, advances and compensation (including incentive compensation) provided to, and indemnity provided on behalf of, officers, directors and employees of NFC Castings, ACP Holding, the Company and its Restricted Subsidiaries as determined in good faith by the Board of Directors of the Company, (ii) transactions between or 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 the Senior Subordinated Notes held by Affiliates, (v) payment of the Commitment Fee, (vi) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the performance funding of, employment arrangements, stock options and stock ownership plans approved by the Issuer Board of Directors; (vii) transactions pursuant to agreements entered into or any in effect on the date of its Restricted Subsidiaries (or such Parent Entity) of obligations under any future amendment to any such existing agreement or under any similar agreement this Indenture, including amendments thereto entered into after the Issue Date shall only be permitted by date of this clause Indenture, provided that (7A) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect not, in the good faith judgment of the Board of the Issuer or the senior management thereof aggregate, less favorable to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners Company or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with such Restricted Subsidiary than the terms of this Indenture which are fair such agreement prior to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity amendment and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred transactions contemplated by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and amendment are otherwise not prohibited permitted by this Indenture which are fair and (viii) Intercompany Indebtedness permitted to be incurred under Section 4.11 hereof or (ix) non-exclusive licenses of intellectual property among the Issuer Company and its the Restricted Subsidiaries (as determined by or among the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto).

Limitation on Transactions with Affiliates. (a) The Issuer Corporation shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, conduct 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, business or enter into or make suffer to exist any transaction or amend series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any transaction, contract, agreement, understanding, loan, advance Property or guarantee the rendering of any service) with, or for the benefit of, any Affiliate of the Issuer Corporation (each an "AFFILIATE TRANSACTION"), unless (i) the terms of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1) such Affiliate Transaction is on terms, taken as a whole, that are not materially (A) set forth in writing and (B) no less favorable to the Issuer Corporation or such Restricted Subsidiary, as the relevant Restricted Subsidiary case may be, than those that would have been could be obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’sarm's-length basis or, if in the good faith judgment transaction with a Person that is not an Affiliate of the IssuerCorporation, no comparable transaction is available with which to compare such Affiliate Transaction, (ii) if such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving involves aggregate payments or consideration value in excess of $10,000,000, the greater Board of Directors (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by including a majority of the disinterested members of the Board of the Issuer approving Directors) approves such Affiliate Transaction and set forth and, in an Officer’s Certificate certifying its good faith judgment, believes that such Affiliate Transaction complies with clause (1i) aboveof this paragraph as evidenced by a Board Resolution promptly delivered to the Trustee and (iii) if such Affiliate Transaction involves aggregate payments or value in excess of $20,000,000, the Corporation obtains a written opinion from an Independent Financial Advisor to the effect that such Affiliate Transaction is fair, from a financial point of view, to the Corporation or such Restricted Subsidiary, as the case may be. (b) The Notwithstanding the foregoing provisions shall not apply limitation, the Corporation or any Restricted Subsidiary may enter into or suffer to exist the following: (1i) (A) any transaction or series of transactions between the Corporation and one or among the Issuer and a more Restricted Subsidiary Subsidiaries or between two or among more Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent EntitySubsidiaries; provided that such Parent Entity shall have no material liabilities and no material assets other more than cash, Cash Equivalents and the Capital Stock 5% of the Issuer and total voting power of the Voting Stock (on a fully diluted basis) of any such merger, amalgamation or consolidation Restricted Subsidiary is otherwise consummated in compliance with owned by an Affiliate of the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 Corporation (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definitiona Restricted Subsidiary); (3ii) any Restricted Payment permitted to be made pursuant to Section 4.06; (Aiii) any issuance of securities, or other payments, awards or grants in securities or otherwise pursuant to, or the payment of managementfunding of, consultingemployment arrangements, monitoringpension or other benefit plans, transaction, advisory stock options and stock ownership plans and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to compensatory arrangements approved by, a majority of the members of by the Board of the IssuerDirectors; (4iv) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to directors of the Corporation or on behalf of, or for such Restricted Subsidiary who are not employees of the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, Corporation or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent EntitySubsidiary; (5v) transactions loans and advances to employees made in which the Issuer ordinary course of business and consistent with the past practices of the Corporation or any of its such Restricted SubsidiariesSubsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating provided that such transaction is fair to loans and advances do not exceed $5,000,000 in the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis;aggregate at any one time outstanding; and (6vi) any agreement or arrangement as in effect or contemplated in payments for the good faith determination purchase of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer steel products from NKK or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement Affiliates or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance provision of services by the Issuer NKK or any of its Restricted Subsidiaries (Affiliates, including the construction by NKK or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment an Affiliate of the Board of new hot dip galvanizing facility at the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the TransactionsGreat Lakes Division; provided, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) whichthat, in each case, the terms of such payments are determined on an arm's length basis and are approved by the Board disinterested members of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management Directors of the Issuer in good faith;Corporation; and (16vii) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an any Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions Transactions between the Issuer Corporation or any Restricted Subsidiary and any other Person one or more Affiliate Joint Ventures that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of (x) are on terms no less favorable to the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer Corporation or such Parent EntityRestricted Subsidiary, as the case may be, on any matter including than those that could be obtained in a comparable arm's length transaction with a Person that is not an Affiliate of the Corporation and (y) if such other Person; (20) Co-Investment Affiliate Transactions as approved by involve aggregate payments or value in excess of $10 million, the Board or the senior management of Directors (including a majority of the Issuer or any Parent Entity in good faith; (21disinterested members of the Board of Directors) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and fromapproves such Affiliate Transaction, and transactions with, any joint ventures entered into in the ordinary course its good faith judgment believes that such Affiliate Transaction complies with clause (x) of business or consistent with past practice this paragraph (including, without limitation, any cash management activities related theretovii).

Limitation on Transactions with Affiliates. (a) The Issuer shall Issuers will not, and shall will not permit any of its their Restricted Subsidiaries to, make any payment todirectly or indirectly, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make suffer to exist any transaction or amend any transactionseries of related transactions (including, contractwithout limitation, agreementthe sale, understandingpurchase, loanexchange or lease of assets, advance property or guarantee with, or for the benefit of, services) with any Affiliate of the Issuer (each of the foregoing, an “"Affiliate Transaction”") involving aggregate payments or consideration extend, renew, waive or otherwise modify in excess any material respect the terms of any Affiliate Transaction entered into prior to the greater of Issue Date unless (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1i) such Affiliate Transaction is on termsbetween or among the Issuers, taken or an Issuer and a Restricted Subsidiary of an Issuer; or (ii) the terms of such Affiliate Transaction are fair and reasonable to an Issuer or such Restricted Subsidiary, as a wholethe case may be, that and the terms of such Affiliate Transaction are not materially less favorable substantially similar to the terms which could reasonably be expected to be obtained by an Issuer or such Restricted Subsidiary, as the relevant Restricted Subsidiary than those that would have been obtained case may be, in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person made on an arm’sarm's-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to between unaffiliated parties. In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments an amount or consideration having a fair market value in excess of the greater of $3.0 million which is not permitted under clause (xi) $50.0 million and (y) 10.0% of Consolidated EBITDA of the above, an Issuer for the Applicable Measurement Period, must obtain a resolution adopted by a majority of the Board of the Directors of such Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1ii) above. . In any Affiliate Transaction (bor any series of related Affiliate Transactions which are similar or part of a common plan) The foregoing provisions shall involving an amount or having a fair market value in excess of $5.0 million which is not apply permitted under clause (i) above, the Issuers must obtain a favorable written opinion as to the following: (1) (A) transactions between or among the Issuer and fairness, from a Restricted Subsidiary or between or among Restricted Subsidiaries orfinancial point of view, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiariestransactions, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating Advisor. The foregoing provisions will not apply to (i) any Restricted Payment that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction prohibited by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; provisions described under Section 4.09 hereof, (6ii) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all reasonable fees and expenses related compensation paid to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are indemnity provided on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directorsbehalf of, officers, managers directors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) employees of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer Issuers or any Restricted Subsidiary owns any Equity Interest in, or controls, of an Issuer as determined in good faith by such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the 's Board of Directors or senior management, (iii) arrangements now or hereafter in effect between Insight and third parties which arrangements can be used for the Issuer or the senior management benefit of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and (iv) any forgiveness or distribution by Phoenix of the Excluded Assets. Notwithstanding anything contained herein to the contrary, the terms of the Operating Agreement and the indemnification provisions of the Close Corporation Agreement and the performance by any party thereto of its obligations thereunder shall not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute be considered an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)Transaction.

Limitation on Transactions with Affiliates. (a) The Each of the Issuer shall and Sweetheart Holdings will not, and shall will not permit any of its Restricted their Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee Guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “"Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period"), unless: (1) such Affiliate Transaction is except on terms, taken as a whole, terms that are not materially no less favorable to the Issuer Issuer, Sweetheart Holdings or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Issuer, Sweetheart Holdings or such Restricted Subsidiary with a person who is not an unrelated Person on an arm’s-length basis orAffiliate; provided, if in the good faith judgment of the Issuerhowever, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and that (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (Ai) transactions between or among the Issuer Issuer, Sweetheart Holdings and a Restricted Subsidiary or between or among Restricted Subsidiaries ortheir respective Subsidiaries, in any casewhich are not otherwise prohibited by this Indenture, any entity that becomes a Restricted Subsidiary as a result of such transaction and (Bii) any mergeremployment agreement entered into by Sweetheart Holdings, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities or their respective Subsidiaries in the ordinary course of business, (iii) Permitted Investments and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments transactions permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event)4.07 hereof, and (Biv) provision of administrative or management services by the payment Issuer or Sweetheart Holdings or any of indemnification their officers to any of their respective Subsidiaries and other similar amounts to any Unrestricted Subsidiaries in the Investors and reimbursement ordinary course of expenses of the Investorsbusiness, in each case, approved by, or pursuant to arrangements approved by, a majority of shall not be deemed Affiliate Transactions. Notwithstanding the members of foregoing and commencing the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) of obligations under any future amendment to any such existing agreement or under any similar agreement entered into first fiscal year after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement Securities are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliatesissued, in each no case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of shall the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued pay Annual Compensation to foreign nationals as required by applicable law; (11) payments by the Issuer or any ▇▇▇▇▇▇ ▇▇▇▇▇▇ in excess of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto).$1.0

Limitation on Transactions with Affiliates. (a) The Issuer shall Issuers will not, and shall will not permit any of its Restricted their Subsidiaries to, make any payment todirectly or indirectly, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make suffer to exist any transaction or amend any transactionseries of related transactions (including, contractwithout limitation, agreementthe sale, understandingpurchase, loanexchange or lease of assets, advance property or guarantee with, or for the benefit of, services) with any Affiliate of the Issuer (each of the foregoingeach, an “"AFFILIATE TRANSACTION") or extend, renew, waive or otherwise modify the terms of any Affiliate Transaction”) involving aggregate payments or consideration in excess of Transaction entered into prior to the greater of Issue Date unless (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1i) such Affiliate Transaction is on terms, taken as a whole, that between or among the Issuers and their Wholly Owned Subsidiaries; or (ii) the terms of such Affiliate Transaction are not materially less favorable fair and reasonable to the Issuer Issuers or such Sub- 50 sidiary, as the relevant Restricted Subsidiary than those that would have been case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained by the Issuers or such Subsidiary, as the case may be, in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person made on an arm’sarm's-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to between unaffiliated parties. In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments an amount or consideration having a fair market value in excess of $1 million which is not permitted under clause (i) above, the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, Issuers must obtain a resolution adopted by a majority of the Board of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate Issuers certifying that such Affiliate Transaction complies with clause (1ii) above. . In any Affiliate Transaction (bor any series of related Affiliate Transactions which are similar or part of a common plan) The foregoing provisions shall involving an amount or having a fair market value in excess of $5 million which is not apply permitted under clause (i) above, the Issuers must obtain a favorable written opinion as to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result fairness of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiariestransactions, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating Advisor. The foregoing provisions will not apply to (i) any Restricted Payment that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction prohibited by the Issuer provisions of Section 4.03, or such Restricted (ii) reasonable fees, compensation and equity incentives in the form of Capital Stock (other than Disqualified Capital Stock) paid to and indemnity provided on behalf of, officers, directors or employees of the Issuers or any Subsidiary with an unrelated Person on an arm’s length basis; of the Issuers as determined in good faith by the Company's Board of Directors or senior management or (6iii) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the holders in any material respect in than the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable original agreement as in effect on the Issue Date); Date or (7iv) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection affiliation agreements with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)WB Television Network.

Limitation on Transactions with Affiliates. (a) The Issuer Parent shall not, and shall not permit any of its Restricted Subsidiaries to, make directly or indirectly, enter into, amend or suffer to exist any payment totransaction or series of related transactions (including, without limitation, the sale, purchase, exchange or selllease of assets, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, services) with or for the benefit of, of any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess extend, renew, waive or otherwise amend or modify the terms of any Affiliate Transaction entered into prior to the greater Issue Date unless the terms of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Issuer Parent or the relevant Restricted Subsidiary than those that would have been terms which could reasonably be obtained by Parent or such Restricted Subsidiary, as the case may be, in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person made on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; andbetween unaffiliated parties. (2b) the Issuer delivers to the Trustee with respect to In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments an amount or consideration having a Fair Market Value in excess of the greater $50,000,000, Parent must either (i) obtain a board resolution of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the disinterested members of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate Directors of Parent certifying that such Affiliate Transaction complies with clause subsection (1a) aboveof this Section 4.14 or (ii) obtain a favorable written opinion as to the fairness of such transaction or transactions, as the case may be, from an Independent Financial Advisor. (bc) The foregoing provisions shall not apply to the followingto: (1) (A) transactions any Affiliate Transaction that is between or among the Issuer and a Parent and/or any one or more of its Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purposeSubsidiaries; (2) any Restricted Payments permitted Payment or Permitted Investment that is not prohibited by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition)4.10; (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other reasonable fees, indemnities compensation, benefits and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum incentive arrangements paid or present value fee upon the consummation of a corporate event)provided to, and (B) the payment indemnity provided on behalf of, officers, directors or employees or consultants of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, Parent or any Restricted Subsidiary as determined in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the good faith by Parent’s Board of the IssuerDirectors or senior management; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or in any replacement agreement thereto so long as any such amendment or replacement agreement is not materially more disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when Holders, taken as a whole as compared to whole, than the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable original agreement as in effect on the Issue Date; (8) the Transactions and the payment 5) transactions effected as part of all fees and expenses related to the Transactions, including Transaction Expensesa Qualified Receivables Transaction; (96) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners sales or purchasers or sellers issuances of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing Parent to Affiliates of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable lawParent; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (147) transactions with a Person that is an Affiliate of the Issuer arising Parent solely because the Issuer Parent or any a Restricted Subsidiary owns any an Equity Interest in, in or controls, controls such Person; (15) 8) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair transaction undertaken pursuant to the Issuer and its Restricted Subsidiaries (Constar Agreements, including any amendment thereto or replacement thereof so long as determined by any such amendment or replacement agreement is not materially more disadvantageous to the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired byHolders, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting taken as a director of whole, than the Issuer original Constar Agreement so amended or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiariesreplaced; and (239) payments the non-recourse accommodation pledge of equity of any Unrestricted Subsidiary to and from, and transactions with, any joint ventures entered into in support the ordinary course Indebtedness of business or consistent with past practice (including, without limitation, any cash management activities related thereto)such Unrestricted Subsidiary to the extent such pledge is otherwise permitted under this Indenture.

Limitation on Transactions with Affiliates. (a) The Issuer shall Parent Guarantor will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, enter into, renew or extend any payment totransaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or sell, lease, transfer or otherwise dispose the rendering of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the Issuer Parent Guarantor or any Restricted Subsidiary (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: (1i) such the Affiliate Transaction is on terms, taken as a whole, terms that are not materially less favorable to the Issuer Parent Guarantor or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Parent Guarantor or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Parent Guarantor or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entiretySubsidiary; and (2ii) the Issuer Parent Guarantor delivers to the Trustee Trustee: (1) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of U.S.$15.0 million (or the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA Dollar Equivalent thereof), a Board Resolution or an approval by the audit committee of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and Parent Guarantor set forth in an Officer’s Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors, or by a majority of the members of the audit committee, as applicable; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of U.S.$30.0 million (or the Dollar Equivalent thereof), in addition to the Board Resolution required in clause (1) above. (bof this Section 4.1(e)(ii), an opinion as to the fairness to the Parent Guarantor or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an internationally recognized accounting, appraisal or investment banking firm; provided that the Parent Guarantor will not be required to obtain the fairness opinion set forth in this Section 4.1(e)(ii)(2) while at least 25% of the equity securities of the Parent Guarantor at such time is registered with the SEC and listed on the New York Stock Exchange or on the NASDAQ, directly or in the form of American Depositary Receipts. The foregoing provisions shall limitation does not limit, and will not apply to the followingto: (1i) the payment of reasonable fees, compensation, benefits or indemnity to officers, employees and directors of the Parent Guarantor or any of its Restricted Subsidiaries; (Aii) transactions between or among the Parent Guarantor, the Issuer and a any Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purposeSubsidiaries; (2iii) any Restricted Payments Payment permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition4.1(b); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9iv) transactions with customers, clients, suppliers, vendorsdistributors, contractorsgenerators, joint venture partners transporters or purchasers or sellers of goods or services that are Affiliatesservices, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated partybusiness; (10v) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) loans and advances to officers, directors and employees of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (Guarantor or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice;in an aggregate principal amount not exceeding U.S.$2.0 million at any time; and (17vi) the provision any issuance of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired bysecurities, or merged intoother payments, awards or grants in cash, securities or otherwise pursuant to, or the Issuer funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or a Restricted Subsidiary similar employee benefits plans and/or indemnity provided on behalf of officers, directors and not entered into in contemplation employees of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer Parent Guarantor or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as its subsidiaries approved by the Board of Directors in an aggregate amount not to exceed U.S.$1.5 million (or the senior management Dollar Equivalent thereof) during any fiscal year, calculated at the time of the Issuer such award or any Parent Entity grant and without giving effect to subsequent changes in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)value.

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, make directly or indirectly, enter into any payment totransaction or series of related transactions (including, without limitation, the purchase, sale, lease or sell, lease, transfer or otherwise dispose exchange of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend the rendering of any transaction, contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of the Issuer its Affiliates (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: (1) the terms of such Affiliate Transaction is on terms, taken as a whole, that are not materially no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been could reasonably be expected to be obtained in a comparable transaction by the Issuer or at such Restricted Subsidiary with an unrelated Person time on an arm’s-length basis or, if in the good faith judgment from a Person that is not an Affiliate of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purposeCompany; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) in the event that such Affiliate Transaction involves aggregate payments, or 10.10(b)(13)(F)) and transfers of property or services with a Fair Market Value, in excess of US$5 million, the definition of “Permitted Investments” (other than clause (11) terms of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, Affiliate Transaction will be approved by, or pursuant to arrangements approved by, by a majority of the members of the Board of Directors of the IssuerCompany (including a majority of the disinterested members thereof), the approval to be evidenced by a Board Resolution stating that the Board of Directors has determined that such transaction complies with the preceding provisions; and (3) in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or services with a Fair Market Value, in excess of US$25 million, the Company will, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to the Company and the relevant Restricted Subsidiary (if any) from a financial point of view from an Independent Financial Advisor and file the same with the Trustee. (b) The provisions of Section 3.17(a) above will not apply to: (1) Affiliate Transactions with or among the Company and any Restricted Subsidiary or between or among Restricted Subsidiaries; (42) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements any indemnity provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managersemployees, employees consultants or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) agents of the Issuer, Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of the Issuer or any Parent EntityDirectors; (53) transactions Affiliate Transactions undertaken pursuant to any contractual obligations or rights in which existence on the Issuer Issue Date and any amendment, modification or any replacement of its Restricted Subsidiariessuch agreement (so long as such amendment, as the case may be, delivers modification or replacement is not materially more disadvantageous to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to Holders of the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorableNotes, when taken as a whole, to than the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable original agreement as in effect on the Issue Date); (74) the existence of, or the performance by the Issuer any Restricted Payments made in compliance with Section 3.11 or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue DatePermitted Investments; (8) 5) loans and advances to officers, directors and employees of the Transactions Company or any Restricted Subsidiary for travel, entertainment, moving and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliatesother relocation expenses, in each case made in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained exceeding US$2.5 million outstanding at such time from an unaffiliated party;any one time; and (106) the any issuance or transfer of (A) Equity Interests Capital Stock (other than Disqualified Stock) of the Issuer and Company to Affiliates of the granting and performing of customary registration rights to any Parent Entity Company or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable termsCompany, and (B) payments to Permitted Holders in respect the granting and performance of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)registration rights.

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit permit, cause, or suffer any Restricted Subsidiary of its Restricted Subsidiaries the Company to, make any payment todirectly or indirectly, or sell, lease, license, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “"Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period"), unless: (1i) such Affiliate Transaction is on terms, taken as a whole, terms that are not materially no less favorable to the Issuer Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arms' length transaction by the Issuer Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis orPerson; and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate payments in excess of $500,000, if in the good faith judgment a resolution of the Issuer, no comparable transaction is available with which to compare Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction, Transaction complies with clause (i) above and such Affiliate Transaction is otherwise fair approved by a majority of the disinterested members, if any, of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of $20,000,000, an opinion as to the Issuer fairness to the Company or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted issued by a majority nationally recognized independent financial advisor; provided, however, that (i) any reasonable fees, advances and compensation provided to, and indemnity provided on behalf of, officers, directors and employees of NFC Castings, ACP Holding, the Company and its Restricted Subsidiaries as determined in good faith by the Board of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause Company, (1) above. (b) The foregoing provisions shall not apply to the following: (1) (Aii) transactions between or among the Issuer Company and a its Wholly Owned Subsidiaries that are Restricted Subsidiary or between or among Restricted Subsidiaries orSubsidiaries, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2iii) Restricted Payments permitted by Section 10.10 4.12 (other than pursuant to Sections 10.10(b)(11)(Biv) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event)principal of, and interest on, the Notes or the Senior Subordinated Notes held by Affiliates, (Bv) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the InvestorsCommitment Fee, in each case, approved byshall not be deemed to be Affiliate Transactions, (vi) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to arrangements to, or the funding of, employment arrangements, stock options and stock ownership plans approved by, a majority of the members of by the Board of the Issuer; Directors; and (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5vii) transactions in which the Issuer pursuant to agreements entered into or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence ofdate of this Indenture, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) of obligations under any future amendment to any such existing agreement or under any similar agreement amendments thereto entered into after the Issue Date shall only be permitted by date of this clause Indenture, provided that (7A) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect not, in the good faith judgment of the Board of the Issuer or the senior management thereof aggregate, less favorable to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners Company or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with such Restricted Subsidiary than the terms of this Indenture which are fair such agreement prior to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity amendment and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred transactions contemplated by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited amendment are permitted by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)Indenture.

Limitation on Transactions with Affiliates. (a1) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, make directly or indirectly, enter into any payment totransaction or series of related transactions (including, without limitation, the purchase, sale, lease or sell, lease, transfer or otherwise dispose exchange of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend the rendering of any transaction, contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of the Issuer its Affiliates (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: (1a) the terms of such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been could reasonably be expected to be obtained in a comparable transaction by the Issuer or at such Restricted Subsidiary with an unrelated Person time on an arm’s-length basis or, if from a Person that is not an Affiliate of the Company; (b) in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying event that such Affiliate Transaction complies involves aggregate payments, or transfers of property or services with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries orFair Market Value, in any caseexcess of U.S.$7.5 million, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted such Affiliate Transaction will be approved by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of Directors of the IssuerCompany (including a majority of the disinterested members thereof), the approval to be evidenced by a Board Resolution stating that the Board of Directors has determined that such transaction complies with the preceding provisions; and (c) in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or services with a Fair Market Value in excess of U.S.$10.0 million, the Company will, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction (other than (i) loans or extensions of credit or (ii) transactions involving listed securities or whose terms can otherwise be verified by reference to publicly available information) to the Company and the relevant Restricted Subsidiary (if any) from a financial point of view from an Independent Financial Advisor and file the same with the Trustee. (2) Paragraph (1) above will not apply to: (a) Affiliate Transactions with or among the Company and any Restricted Subsidiary (other than a Receivables Entity) or between or among Restricted Subsidiaries (other than a Receivables Entity); (4b) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements any indemnity provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managersemployees, employees consultants or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) agents of the Issuer, Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of the Issuer Directors or any Parent Entityshareholders, as applicable; (5c) transactions Affiliate Transactions undertaken pursuant to any contractual obligations or rights in which existence on the Issuer Issue Date and any amendment, modification or any replacement of its Restricted Subsidiariessuch agreement (so long as such amendment, as the case may be, delivers modification or replacement is not materially more disadvantageous to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to Holders of the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorableNotes, when taken as a whole, to than the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable original agreement as in effect on the Issue Date); (7d) any Restricted Payments and Permitted Investments made in compliance with Section 3.13; and (e) loans and advances to officers, directors and employees of the existence of, or the performance by the Issuer Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case Subsidiary in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are an aggregate principal amount not materially less favorable as might reasonably have been obtained exceeding U.S.$2.0 million at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)time.

Limitation on Transactions with Affiliates. (a) The Company and the Issuer shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, make any payment loan, advance, guarantee or capital contribution to, or for the benefit of, or sell, lease, transfer or otherwise dispose of any of its properties property or assets toto or for the benefit of, or purchase or lease any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance agreement or guarantee understanding with, or for the benefit of, any Affiliate of the Issuer (each Company or any Affiliate of any of the foregoingCompany’s Subsidiaries or any holder of 10% or more of the Common Equity of the Company (including any Affiliates of such holders), in a single transaction or series of related transactions (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer ), except for the Applicable Measurement Period, unless: (1) such any Affiliate Transaction is on termsthe terms of which are at least as favorable as the terms which could be obtained by the Company, taken as a whole, that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person Subsidiary, as the case may be, in a comparable transaction made on an arm’s-arm’s length basis orwith Persons who are not such a holder, if in the good faith judgment an Affiliate of such a holder or an Affiliate of the IssuerCompany or any of the Company’s Subsidiaries. (b) In addition, no comparable transaction is available with which to compare such Affiliate Transactionthe Company and the Issuer will not, such and will not cause or permit any Restricted Subsidiary to, enter into an Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; andunless: (2i) the Issuer delivers to the Trustee with respect to any such Affiliate Transaction involving or series having a value of related Affiliate Transactions involving aggregate payments or consideration in excess of more than $1 million, the greater of Company shall have (x) $50.0 million and (y) 10.0% obtained the approval of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of Directors of the Issuer approving such Affiliate Transaction Company and set forth in (y) either obtained the approval of a majority of the Company’s disinterested directors or obtained an Officer’s Certificate certifying opinion of a qualified independent financial advisor to the effect that such Affiliate Transaction complies is fair to the Company, the Issuer or such Restricted Subsidiary, as the case may be, from a financial point of view, and (ii) with clause respect to any such Affiliate Transaction involving or having a value of more than $10 million, the Company shall have (1x) aboveobtained the approval of a majority of the Board of Directors of the Company and (y) delivered to the Trustee an opinion of a qualified independent financial advisor to the effect that such Affiliate Transaction is fair to the Company, the Issuer or such Restricted Subsidiary, as the case may be, from a financial point of view. (bc) The foregoing provisions shall Notwithstanding the foregoing, an Affiliate Transaction will not apply to the followinginclude: (1i) any contract, agreement or understanding with, or for the benefit of, or plan for the benefit of, employees of the Company or its Subsidiaries generally (Ain their capacities as such) transactions that has been approved by the Board of Directors of the Company, (ii) Capital Stock issuances to directors, officers and employees of the Company or its Subsidiaries pursuant to plans approved by the stockholders of the Company, (iii) any Restricted Payment otherwise permitted under Section 4.07 hereof, (iv) any transaction between or among the Issuer Company and a one or more Restricted Subsidiary Subsidiaries or between or among Restricted Subsidiaries or(provided, in any casehowever, any entity that becomes a Restricted Subsidiary as a result of no such transaction and (B) shall involve any merger, amalgamation or consolidation other Affiliate of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 Company (other than pursuant an Unrestricted Subsidiary to Sections 10.10(b)(11)(B) or 10.10(b)(13)(Fthe extent the applicable amount constitutes a Restricted Payment permitted by the Indenture)) and the definition of “Permitted Investments” (other than clause (11) of such definition);, (3v) (A) any transaction between one or more Restricted Subsidiaries and one or more Unrestricted Subsidiaries where all of the payment of managementpayments to, consultingor other benefits conferred upon, monitoringsuch Unrestricted Subsidiaries are substantially contemporaneously dividended, transactionor otherwise distributed or transferred without charge, advisory and other fees, indemnities and expenses to the Investors Company or a Restricted Subsidiary, (plus any unpaid managementvi) issuances, consulting, monitoring, transaction, advisory sales or other transfers or dispositions of mortgages and other fees, indemnities collateralized mortgage obligations in the ordinary course of business between Restricted Subsidiaries and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses Unrestricted Subsidiaries of the InvestorsCompany, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer;and (4vii) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements indemnity provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the IssuerCompany, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto).

Limitation on Transactions with Affiliates. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, make directly or indirectly, enter into, renew or extend any payment totransaction (including, without limitations, the purchase, sale, lease or exchange of property or assets, or sell, lease, transfer or otherwise dispose the rendering of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the Issuer (each Company or the Restricted Subsidiaries, 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 foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess execution of the greater of (x) $25.0 million agreement providing therefore, in a comparable arm’s-length transaction with a Person that is not such an Affiliate. The foregoing limitation does not limit, and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unlessshall not apply to: (1) such Affiliate Transaction is on terms, taken as transactions (A) approved by a whole, that are not materially less favorable majority of the independent members of the Board of Directors or (B) for which the Company or any Restricted Subsidiary delivers to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in Trustee a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if written opinion of (i) in the good faith judgment case of a real estate transaction, an independent qualified real estate appraisal firm, or (ii) otherwise, a nationally recognized investment banking firm, stating that the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer Company or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purposeview; (2) any transaction solely between the Company and any of its Wholly Owned Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) Subsidiaries or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition)solely between Wholly Owned Restricted Subsidiaries; (3) (A) any payments or other transactions pursuant to any tax-sharing agreement between the payment of management, consulting, monitoring, transaction, advisory Company and Holdings or other fees, indemnities and expenses to Person with which the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum Company files a consolidated tax return or present value fee upon with which the consummation Company is part of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuerconsolidated group for tax purposes; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent EntityPayments not prohibited by Section 4.09; (5) transactions pursuant to agreements or arrangements in which effect on the Issuer Issue Date or any of its Restricted Subsidiariesamendment, modification, or supplement thereto or replacement thereof, as the case may belong as such agreement or arrangement, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer as so amended, modified, supplemented or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorablereplaced, when taken as a whole, is not more disadvantageous to the Issuer or Company and the relevant Restricted Subsidiary Subsidiaries than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any original agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) 6) director’s fees and any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Transactions Company or any of its Restricted Subsidiaries with officers, directors and employees of the Company or its Restricted Subsidiaries that are Affiliates of the Company or its Restricted Subsidiaries and the payment of all fees compensation to such officers, directors and expenses related employees (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), or loans and advances to any officer, director or employee, so long as such agreement has been approved by the Transactions, including Transaction ExpensesBoard of Directors; (97) transactions with customerscommission, clientspayroll, suppliers, vendors, contractors, joint venture partners travel and similar advances or purchasers loans (including payment or sellers cancellation thereof) to officers and employees of goods the Company or services that are Affiliates, in each case in the ordinary course any of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer 8) sales of (A) Equity Interests Capital Stock (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights Company to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable lawAffiliates; (119) payments by any transaction with any Person who is not an Affiliate immediately before the Issuer or any consummation of its Restricted Subsidiaries to any such transaction that becomes an Affiliate as a result of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith;such transaction; or (1210) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions transaction with a Person that is an Affiliate of the Issuer arising solely because the Issuer joint venture, partnership, limited liability company or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person entity that would constitute an Affiliate Transaction transaction solely because the Company or a director Restricted Subsidiary owns an equity interest in such joint venture, partnership, limited liability company or other entity. Notwithstanding the foregoing, any transaction or series of such other Person is also a director related transactions covered by the first paragraph of this Section 4.13 and not covered by (2) through (10) of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person;immediately foregoing paragraph, (20a) Co-Investment Transactions as the aggregate amount of which exceeds $5 million in value must be approved by or determined to be fair in the Board manner provided for in clause (1)(A) or the senior management of the Issuer or any Parent Entity in good faith; (21B) sales of accounts receivableabove, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23b) payments the aggregate amount of which exceeds $10 million in value, must be determined to and from, and transactions with, any joint ventures entered into be fair in the ordinary course of business or consistent with past practice manner provided for in clause (including, without limitation, any cash management activities related thereto)1)(B) above.

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit permit, cause, or suffer any Restricted Subsidiary of its Restricted Subsidiaries the Company to, make any payment todirectly or indirectly, or sell, lease, license, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “"Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period"), unless: (1i) such Affiliate Transaction is on terms, taken as a whole, terms that are not materially no less favorable to the Issuer Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arms' length transaction by the Issuer Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis orPerson; and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate payments in excess of $500,000, if in the good faith judgment a resolution of the Issuer, no comparable transaction is available with which to compare Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction, Transaction complies with clause (i) above and such Affiliate Transaction is otherwise fair approved by a majority of the disinterested members, if any, of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of $20,000,000, an opinion as to the Issuer fairness to the Company or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted issued by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a nationally recognized independent financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafteradvisor; provided, however, that the existence foregoing limitations shall not apply to (i) any reasonable fees, advances and compensation (including incentive compensation) provided to, and indemnity provided on behalf of, officers, directors and employees of NFC Castings, ACP Holding, the Company and its Restricted Subsidiaries as determined in good faith by the Board of Directors of the Company, (ii) transactions between or 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 the Senior Subordinated Notes held by Affiliates, (v) payment of the Commitment Fee, (vi) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the performance funding of, employment arrangements, stock options and stock ownership plans approved by the Issuer Board of Directors; (vii) transactions pursuant to agreements entered into or any in effect on the date of its Restricted Subsidiaries (or such Parent Entity) of obligations under any future amendment to any such existing agreement or under any similar agreement this Indenture, including amendments thereto entered into after the Issue Date shall only be permitted by date of this clause Indenture, provided that (7A) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect not, in the good faith judgment of the Board of the Issuer or the senior management thereof aggregate, less favorable to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners Company or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with such Restricted Subsidiary than the terms of this Indenture which are fair such agreement prior to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity amendment and (B) directors’ qualifying shares the transactions contemplated by such amendment are otherwise permitted by this Indenture, (viii) Intercompany Indebtedness permitted to be incurred under Section 4.11 hereof or (ix) non-exclusive licenses of intellectual property among the Company and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of or among the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto).

Limitation on Transactions with Affiliates. (a) The Issuer shall Abraxas will not, and shall will not cause or permit any of its Restricted Subsidiaries to, make directly or indirectly, enter into, amend or permit or suffer to exist any payment totransaction or series of related transactions (including, without limitation, the purchase, sale, lease or sell, lease, transfer or otherwise dispose exchange of any property, the guaranteeing of its properties any Indebtedness or assets to, or purchase the rendering of any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of the Issuer their respective Affiliates (each of the foregoing, an “"Affiliate Transaction”"), other than (i) involving aggregate payments or consideration in excess of the greater of (xAffiliate Transactions permitted under Section 4.11(b) $25.0 million and (yii) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1) such Affiliate Transaction is on terms, taken as a whole, Transactions that are not materially on terms that are fair and reasonable to Abraxas or the applicable Restricted Subsidiary and are no less favorable to the Issuer Abraxas or the relevant applicable Restricted Subsidiary than those that would might reasonably have been obtained in a comparable transaction by the Issuer at such time on an arm's-length basis from a Person that is not an Affiliate of Abraxas or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Subsidiary. All Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view Transactions (and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or consideration other property with a fair market value in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted 1,000,000 shall be approved by a majority of the Board of Directors of Abraxas, such approval to be evidenced by a Board Resolution stating that the Issuer approving Board of Directors has determined that such transaction complies with the foregoing provisions. If Abraxas or any Restricted Subsidiary enters into an Affiliate Transaction and set forth in (or a series of related Affiliate Transactions related to a common plan) that involves an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply aggregate fair market value of more than $10,000,000, Abraxas shall, prior to the following: (1) (A) transactions between or among consummation thereof, obtain a favorable opinion as to the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result fairness of such transaction and (B) any merger, amalgamation or consolidation series of related transactions to Abraxas or the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) relevant Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted SubsidiariesSubsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view view, from an Independent Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.11(a) shall not apply to (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer consultants of Abraxas or the relevant any Restricted Subsidiary than those that would have been obtained as determined in a comparable transaction good faith by the Issuer Board of Directors or senior management of Abraxas or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; Subsidiary, as the case may be; (6ii) any agreement transactions exclusively between or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or among Abraxas and any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement exclusively between or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or among such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; transactions are not otherwise prohibited by this Indenture; and (20iii) Co-Investment Transactions as approved Restricted Payments permitted by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)this Indenture.

Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) The Issuer shall nototherwise permitted under this Agreement, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”b) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1) such Affiliate Transaction is on terms, taken as a whole, that are not materially upon terms no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Parent Borrower or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted SubsidiariesSubsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that it would have been obtained obtain in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis;transaction with a Person which is not an Affiliate; provided that nothing contained in this subsection 8.11 shall be deemed to prohibit: (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7i) the existence of, or the performance by the Issuer Parent Borrower or any of its Restricted Subsidiaries from entering into or performing any consulting, management or employment agreements or other compensation arrangements with a director, officer or employee of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer Borrower or any of its Restricted Subsidiaries that provides for annual aggregate base compensation not in excess of $1,000,000 for each such director, officer or employee; (ii) the Parent Borrower or such any of its Subsidiaries from entering into or performing an agreement with CD&R for the rendering of management consulting or financial advisory services for compensation not to exceed in the aggregate $2,000,000 per year plus reasonable out-of-pocket expenses; (iii) the payment of transaction expenses in connection with this Agreement; (iv) the Parent EntityBorrower or any of its Subsidiaries from entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Permitted Holder and each person who is or becomes a director, officer, agent or employee of the Parent Borrower 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 obligations under securities by Investors (provided that, if Investors shall own any future amendment to any such existing agreement material assets other than the Capital Stock of Holding, or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) other assets relating to the extent ownership interest of Investors in Holding, such liabilities shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such liabilities relating or allocable to the ownership interest of Investors in Holding and such other related assets) or Holding or any of its Subsidiaries, (B) incurred to third parties for any action or failure to act of the Parent Borrower or any of its Subsidiaries, predecessors or successors, (C) arising out of the performance by CD&R of management consulting or financial advisory services provided to the Parent Borrower or any of its Subsidiaries, (D) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the terms Parent Borrower or any of its Subsidiaries, or is or was serving at the request of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken corporation as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant agent of another corporation, partnership, joint venture, trust or enterprise or (E) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Parent Borrower or any Affiliate or Immediate Family Members of any of its Subsidiaries; (v) the foregoing, or any permitted transferee thereof) of the Issuer Parent Borrower or any of its Subsidiaries from performing any agreements or commitments with or to any Parent Entity Affiliate existing on the Closing Date and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable lawdescribed on Schedule 8.11(v); (11vi) payments by any transaction permitted under subsection 8.3(k), 8.4(b), 8.4(d), 8.4(f), 8.5, 8.7, 8.9(e), 8.9(f) or 8.9(o), or any transaction with a Wholly Owned Subsidiary of the Issuer Parent Borrower; or (vii) the Parent Borrower or any of its Restricted Subsidiaries to any of from performing its obligations under the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)Tax Sharing Agreement.

Limitation on Transactions with Affiliates. (a) The Issuer Borrower ------------------------------------------ shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, make any payment todirectly or indirectly, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer Borrower or any Restricted Subsidiary (each of the foregoing, an “"Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of "), unless (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1i) such Affiliate --------------------- Transaction is on terms, taken as a whole, terms that are not materially no less favorable to the Issuer Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Borrower or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis ora non- Affiliated Person, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, (ii) such Affiliate Transaction is otherwise fair to approved by a majority of the Issuer or such Restricted Subsidiary from a financial point disinterested members of view the Borrower's Board of Directors and when such transaction is taken in its entirety; and (2iii) the Issuer Borrower delivers to the Trustee Administrative Agent (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period1,000,000, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Officers' Certificate certifying that such Affiliate Transaction complies with clause clauses (1i) above. and (bii) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction above and (B) with respect to any mergerAffiliate Transaction (or series of related transactions) with an aggregate value in excess of $5,000,000, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for an opinion from a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses nationally recognized investment bank to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon effect that the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts transaction is fair to the Investors and reimbursement of expenses of Borrower or the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted SubsidiariesSubsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are view. (b) The provisions of paragraph (a) above shall not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction prohibit: (i) employment arrangements (including customary benefits thereunder) entered into by the Issuer Borrower or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Borrower or such Restricted Subsidiary with an unrelated Person on an arm’s length basisSubsidiary; (6ii) transactions solely between or among the Borrower and its Wholly Owned Restricted Subsidiaries or solely between or among Wholly Owned Restricted Subsidiaries; (iii) transactions permitted under Section 8.6; ----------- (iv) any agreement or arrangement as in effect or contemplated in on the good faith determination of the Issuer as of the Issue Date, Initial Effective Date and listed on Schedule 8.9 or any amendment thereto or any transaction ------------ contemplated thereby (including pursuant to any amendment thereto) and any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Lenders in any material respect in than the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable original agreement as in effect on the Issue Initial Effective Date); (7v) the existence of, or the performance by the Issuer Borrower or any of its the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with on the Merger and any similar agreements which it Initial Effective Date; (or any Parent Entityvi) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) of obligations under any future amendment services provided to any such existing agreement or under any similar agreement entered into after Unrestricted Subsidiary of the Issue Date shall only be permitted Borrower for fees approved by this clause (7) to a majority of the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment disinterested members of the Board of Directors of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date;Borrower; and (8) the Transactions and the payment of all fees and expenses related vii) subject to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair Agreement, including but not limited to Sections 4.2(e), 8.2, 8.5 and 8.12, the Issuer and its Restricted Subsidiariesissuance, in the reasonable determination sale or other --------------- --- --- ---- disposition of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) any Equity Interests Interest (other than Disqualified Stock) of the Issuer and the granting and performing of customary Borrower, including any equity-related agreements relating thereto such as registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) voting agreements so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders such agreements do not result in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)being Disqualified Stock.

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, make any payment todirectly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer or of any Restricted Subsidiary (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: (1) such Affiliate Transaction is on termsterms that, taken as a whole, that are not materially no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by at such time (or, if such transaction is pursuant to a written agreement, at the Issuer or such Restricted Subsidiary with an unrelated Person time of the execution of the agreement providing therefor) on an arm’s-length basis by the Issuer or that Restricted Subsidiary from a Person that is not an Affiliate of the Issuer or that Restricted Subsidiary; and (2) if applicable, the Issuer delivers to the Trustee: (a) with respect to any Affiliate Transaction involving an aggregate amount in excess of $5.0 million, a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the disinterested members of the Board of Directors or, if in the good faith judgment there is only one disinterested member of the IssuerBoard of Directors with respect to such transaction, no comparable transaction is available with which to compare such Affiliate Transactionmember, approving such Affiliate Transaction is otherwise fair (or, in case of this clause (a) only, the written opinion described in clause (b) of this paragraph (2) in lieu of such certificate); and (b) with respect to any Affiliate Transaction involving an aggregate amount of $10.0 million or more, the certificate described in the preceding clause (a) and a written opinion as to the fairness of such Affiliate Transaction to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers issued by an Independent Financial Advisor to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) Issuer. The foregoing provisions restrictions shall not apply to the followingto: (1) (A) transactions exclusively between or among (a) the Issuer and a Restricted Subsidiary one or between or among more Restricted Subsidiaries oror (b) Restricted Subsidiaries; provided, in any each case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation no Affiliate of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans and issuances of securities related thereto) and indemnification arrangements, in each case, in the ordinary course of business or otherwise consistent with past practices; (3) the issuance of securities or other payments, awards or grants in cash, Cash Equivalents securities or otherwise pursuant to or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Capital Stock Board of Directors and loans to employees of the Issuer and its Subsidiaries which are approved by the Board of Directors; (4) any Permitted Investments or any Restricted Payments not prohibited by Section 4.12; (5) (x) any agreement in effect on the Issue Date and disclosed in or expressly contemplated by the Offering Memorandum, as in effect on the Issue Date or any date that it is disclosed in the Offering Memorandum that such mergeragreement shall become effective or as thereafter amended or replaced in any manner, amalgamation that, taken as a whole, is not more disadvantageous to the Holders or consolidation is the Issuer taken as a whole in any material respect than such agreement as it was in effect on the Issue Date or (y) any transaction pursuant to any agreement referred to in the immediately preceding clause (x); (6) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise consummated controls such joint venture or similar entity; provided that no Affiliate of the Issuer or any of its Subsidiaries other than the Issuer or a Restricted Subsidiary shall have a beneficial interest in such joint venture or similar entity; (7) transactions with Affiliates that are customers, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, in each case which are in the ordinary course of business and otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event)Indenture, and (B) the payment of indemnification and other similar amounts which are fair to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as applicable, in the case may bereasonable determination of the Board of Directors, delivers to chief executive officer or chief financial officer of the Trustee Issuer or its Restricted Subsidiaries, as applicable, or are on terms that, taken as a letter from an Independent Financial Advisor stating that such transaction is fair whole, are materially not less favorable to the Issuer or such Restricted Subsidiary from than could be obtained, at the time of such transaction or, if such transaction is pursuant to a financial point written agreement, at the time of view or stating that the terms are not materially less favorableexecution of the agreement providing therefor, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Issuer or with such Restricted Subsidiary with a Person that is not such an unrelated Person on an arm’s length basisAffiliate; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) 8) the existence of, or the performance by the Issuer or any Restricted Subsidiary of its Restricted Subsidiaries their obligation, if any, or obligations of its obligations the Issuer under the terms of, any subscription, registration rights or stockholders agreements, partnership agreement or the equivalent (including any registration rights limited liability company agreement or purchase agreement related thereto) to which it (the Issuer or any Parent Entity) Restricted Subsidiary is a party as of the Issue Date and which is disclosed in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafterOffering Memorandum under the caption “Certain Related Party Transactions”; provided, however, that the existence of, entering into by the Issuer or any Restricted Subsidiary or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) Subsidiary 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on termsagreement, taken as a whole, that are not materially less favorable more disadvantageous to the Issuer or its Restricted Subsidiaries, or the holders of the Notes, as might reasonably have been obtained at such time from an unaffiliated partydetermined in good faith by the Board of Directors, chief executive officer or chief financial officer of the Issuer; (109) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of any other investment banking, banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by the Board of similar services involving the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, and any of its Restricted Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary without limitation any payments in cash, Equity Interests or guaranteed payments and bonuses) which, in each case, are approved other consideration made by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable termsone hand and the Existing Stockholders and any of their Affiliates, on the other hand, which services (and (Bpayments and other transactions in connection therewith) payments are approved as fair to Permitted Holders in respect of securities or loans of the Issuer or any such Restricted Subsidiary by a majority of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than disinterested members of the Issuer and its Restricted SubsidiariesBoard of Directors or, in each caseif there is only one disinterested member of the Board of Directors with respect to such transaction, in accordance with the terms of such securities or loansmember; (1410) transactions with a Person that is an Affiliate Persons in their capacity as holder of the Issuer arising solely because Indebtedness or Equity Interests of the Issuer or any Restricted Subsidiary owns any where such Persons are treated no more favorably than holders of such Indebtedness or Equity Interest in, or controls, such Person;Interests generally; and (1511) (a) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any transaction with an Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between where the only consideration paid by the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivableQualified Equity Interests, or participation therein, (b) the issuance or Securitization Assets or related assets in connection with sale of any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Qualified Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)Interests.

Limitation on Transactions with Affiliates. (a) The Issuer shall will not, and shall will not permit any of its Restricted Subsidiaries to, make directly or indirectly, enter into any payment totransaction or series of related transactions (including, without limitation, the purchase, sale, lease or sell, lease, transfer or otherwise dispose exchange of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend the rendering of any transaction, contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of the Issuer its Affiliates (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: (1i) the terms of such Affiliate Transaction is on terms, taken as a whole, that are not materially no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been could reasonably be expected to be obtained in a comparable transaction, at the time such transaction by the Issuer or such Restricted Subsidiary with an unrelated Person was entered into, on an arm’s-length basis or, if in the good faith judgment from a Person that is not an Affiliate of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and; (2ii) in the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying event that such Affiliate Transaction complies involves aggregate payments, or transfers of property or services with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries orFair Market Value, in any caseexcess of $5 million, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted such Affiliate Transaction will be approved by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of Directors of the IssuerIssuer (including a majority of the disinterested members thereof), the approval to be evidenced by a Board Resolution stating that the Board of Directors has determined that such transaction complies with the preceding provisions; and (iii) in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or services with a Fair Market Value, in excess of $10 million, the Issuer will, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to the Issuer and the relevant Restricted Subsidiary (if any) from a financial point of view from an Independent Financial Advisor and file the same with the Trustee. (b) Section 3.14(a) above will not apply to: (i) Affiliate Transactions with or among the Issuer and any Restricted Subsidiary or between or among Restricted Subsidiaries, excluding any Affiliate Transaction with a Restricted Subsidiary in which Vitro or any of its Affiliates directly or indirectly own any Capital Stock (other than by virtue of ownership by the Issuer and its Restricted Subsidiaries or the issuance to Vitro or any of its Affiliates of any nominal shares of the Issuer or its Restricted Subsidiaries as required by applicable law); (4ii) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements any indemnity provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managersemployees, employees consultants or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary agents of the Issuer or any Parent EntityRestricted Subsidiary as determined in good faith by the Issuer’s Board of Directors (including contributions to employee stock option plans maintained by Vitro and its Subsidiaries); (5iii) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated Affiliate Transactions undertaken in the good faith determination ordinary course of the Issuer as of business pursuant to any contractual obligations or rights in existence on the Issue Date, or any amendment thereto Date (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date)) or any amendments, extensions or renewals of such contractual obligations on comparable terms; (7iv) any Restricted Payments made in compliance with Section 3.8; (v) loans and advances to officers, directors and employees of the Issuer or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and not exceeding $300,000 outstanding at any one time; (vi) Affiliate Transactions on an arm’s-length basis with Vitro or any Subsidiary of Vitro (other than the Issuer or any of its Subsidiaries) that consist of (1) the existence ofpurchase or sales of goods and services (including accounting services) or the leasing of real estate or equipment in the ordinary course of business consistent with past practice; (2) payments made to Vitro or its Subsidiaries relating to the use and development of intellectual property; and (3) purchases, leases or sales of assets (other than Collateral or land held by any Subsidiary (i) the Capital Stock of which is pledged or required to be pledged or (ii) the Real Property of which is mortgaged or required to be mortgaged as described under “Security”) up to an aggregate amount of $15 million in any fiscal year; (A) the assumption of the rights and obligations under a lease agreement relating to an airplane pursuant to which aggregate annual payments of approximately $7 million will be made, (B) the use of the airplane identified in the prior clause (A), or any replacement airplane, by customers, directors and officers of Vitro and its Affiliates, and (C) performance under outsourcing agreement entered into for hangar, maintenance, repair and operating services relating to the performance airplane identified in clause (A), or any replacement airplane, involving aggregate annual payments of up to $8 million; (viii) (A) loans, advances or other extensions of credits (including guarantees) by Vitro or its Affiliates made to the Issuer or any of its Subsidiaries and any payments made in connection therewith, and (B) any hedging agreements or arrangements entered into between Vitro or its Affiliates, on the one hand, and the Issuer or any of its Subsidiaries, on the other hand, and any payments made in connection therewith, in each case so long as the terms thereof are no less favorable to the Issuer and its Restricted Subsidiaries than could have been obtained on an arm’s-length basis; (ix) any management, administrative, information technology or similar services performed by Vitro or its Affiliates for the benefit of the Issuer or any of its Subsidiaries, and any payments made in connection therewith, so long as the aggregate amount of all payments made pursuant to this clause (ix) in any calendar year does not exceed 1.75% of the net sales of the Issuer (determined on a consolidated basis) for such year; and (x) services rendered by Vitro or its Affiliates for the benefit of the Issuer or any of its Subsidiaries, and any payments in connection therewith not in excess of Vitro's or its Affiliates' cost of rendering such services, including, without limitation, payments made by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with (i) information technology services, (ii) the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any salaries of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment Vitro's Chairman of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity Chief Executive Officer and (Biii) directors’ qualifying shares Clinica Vitro, El M▇▇▇▇▇▇ and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)Vitro Club.

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, lease transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of (other than the Issuer Company, a Wholly Owned Restricted Subsidiary or (in connection with a Qualified TIPS Transaction) a Qualified Finance Subsidiary) (each of the foregoing, an “"Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of "), unless (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1i) such Affiliate Transaction is on terms, taken as a whole, terms that are not materially no less favorable to the Issuer Company or the relevant Restricted Subsidiary than those that would could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2ii) the Issuer Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period5 million, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Officers' Certificate certifying that such Affiliate Transaction complies with clause (1i) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer above and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted Affiliate Transaction has been approved by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members Disinterested Directors and (b) with respect to any Affiliate Transaction or series of the Board related Affiliate Transactions involving aggregate consideration in excess of the Issuer; $10 million, both an Officers' Certificate referred to in clause (4a) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, an opinion as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that fairness of such transaction is fair Affiliate Transaction to the Issuer Company or such the relevant Restricted Subsidiary from a financial point of view issued by an investment banking firm of national standing with total assets in excess of $1.0 billion; PROVIDED, HOWEVER, that this covenant shall not apply to (i) fees, compensation and employee benefits, including bonuses, retirement plans and stock options, paid to or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination established for directors and officers of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer Company or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited approved by this Indenture which are fair to a majority of the Issuer Disinterested Directors and its Restricted Subsidiaries (as determined ii) the performance by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer Company or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director its obligations under certain leases of real property outstanding on the date of the Issuer or any Parent Entity; providedIndenture from PDM, howeverInc. covering 10 supermarket sites and a storage facility in Omaha, that such director abstains from voting Nebraska as a director of the Issuer or such Parent Entity, as the case may be, set forth on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)Schedule B attached hereto.

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit Neither the Company nor any of its Restricted Subsidiaries toshall, directly or indirectly, in one transaction or a series of transactions, make any payment loan, advance, guarantee or capital contribution to, or for the benefit of, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or for the benefit of, or purchase or lease any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance agreement or guarantee understanding with, or for the benefit of, any Affiliate of the Issuer Company or any of its Subsidiaries or any Person (each or any Affiliate of such Person) holding 10% or more of the foregoingCommon Equity of the Company or any of its Subsidiaries, other than transactions in the ordinary course between the Company and its Subsidiaries or among Subsidiaries of the Company (an “"Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period"), unless: : (1i) the terms of such Affiliate Transaction is on terms, taken as a whole, that Transactions are not materially less favorable fair and reasonable to the Issuer Company or such Subsidiary, as the relevant Restricted Subsidiary than those that would have been case may be, and 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 by the Issuer or such Restricted Subsidiary with an unrelated Person made on an arm’sarm's-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entiretybetween unaffiliated parties; and (2ii) the Issuer delivers to the Trustee with respect to any such Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $5,000,000, the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of Company delivers an Officers' Certificate to the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate Trustee certifying that such Affiliate Transaction complies with clause (1i) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer above and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity Secretary's Certificate which sets forth and authenticates a resolution that becomes has been adopted by a Restricted Subsidiary as a result vote of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the disinterested members of the Board of Directors approving such Affiliate Transaction; and (iii) with respect to any such Affiliate Transaction involving aggregate payments in excess of $25,000,000, the Issuer; Company delivers to the Trustee the certificates specified in clause (4ii) above and an opinion of an independent investment banking firm of national standing in the payment United States, stating that such Affiliate Transaction is fair from a financial point of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided view to the Company or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiariessuch Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or foregoing clauses (ii) and (iii) shall not apply to transactions between the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer Company or any of its Subsidiaries and MedCenterDirect.com, Inc. or any Parent Entity and (B) directors’ qualifying shares and shares issued entity to foreign nationals as required by applicable law; (11) payments by which the Issuer or any of its Restricted Subsidiaries to any Company transf▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇ntially all of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) rights to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)HEALTHSOUTH Clinical Automation Program.

Limitation on Transactions with Affiliates. (a) The Issuer On or after the Issue Date, the Issuers shall not, and shall not permit any of its Restricted the Subsidiaries to, make any payment toin one transaction or a series of related transactions, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understandingarrangement or transaction or any amendment to any of the foregoing, loan, advance or guarantee with, or for the benefit of, with any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Periodother than Exempted Affiliate Transactions), unless: unless (1) the terms of such Affiliate Transaction is on termsare fair and reasonable to such Issuer or such Subsidiary, taken as a whole, that are not materially and no less favorable to the such Issuer or the relevant Restricted such Subsidiary than those that would could have been obtained in an arm’s length transaction with a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’snon-length basis orAffiliate, and (2) if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate TransactionTransaction involves aggregate consideration to either party in excess of $1.0 million, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2Transaction(s) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted has been approved by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid toDirectors that are disinterested in such transaction, if there are any directors who are so disinterested, and indemnities and reimbursements and employment and severance arrangements provided (3) if such Affiliate Transaction involves aggregate consideration to or on behalf ofeither party in excess of $5.0 million, or $1.0 million if there are no disinterested directors for such transaction, in addition the benefit ofIssuers, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers prior to the Trustee consummation thereof, obtain a letter from an Independent Financial Advisor stating that written favorable opinion as to the fairness of such transaction is fair to the Issuer or such Restricted Subsidiary Issuers from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with from an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated independent investment banking firm of national reputation in the good faith determination United States or, if pertaining to a matter for which such investment banking firms do not customarily render such opinions, an appraisal or valuation firm of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect national reputation in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) of obligations under any future amendment to any such existing agreement or under any similar agreement entered into United States. Within 10 Business Days after the Issue Date shall only be permitted by this clause (7) to the extent that the terms consummation of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9Affiliate Transaction(s) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stockan Exempted Affiliate Transaction) involving consideration to either party of $1.0 million or more, the Issuer and Issuers shall deliver to the granting and performing of customary registration rights Trustee an Officers’ Certificate addressed to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant the Trustee certifying that such Affiliate Transaction (or any Affiliate or Immediate Family Members of any of the foregoingTransactions) complied with clause (1), or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms2), and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary3), as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)applicable.

Limitation on Transactions with Affiliates. (a) The Issuer Issuers shall not, and shall not permit any of its the Restricted Subsidiaries to, make directly or indirectly, enter into, renew or extend any payment totransaction (including the purchase, sale, lease or exchange of property or assets, or sell, lease, transfer or otherwise dispose the rendering of any service) with any Holder (or any Affiliate of its properties such Holder) of 10% or assets to, more of any class of Capital Stock of the Parent or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, with any Affiliate of the Issuer (each of the foregoingParent, an “Affiliate Transaction”) Issuer or any Restricted Subsidiary, in each case involving aggregate payments or consideration in excess of the greater of (x) $25.0 million 58,800,000 and (y) 5.00.3% of Consolidated EBITDA consolidated Adjusted Total Assets of the Issuer for Issuers and the Applicable Measurement PeriodRestricted Subsidiaries, unless: (1) such Affiliate Transaction is on terms, taken as a whole, except upon terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Issuers or such Restricted Subsidiary with an unrelated Person on an 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 basis or, transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the IssuerParent’s Board of Directors, no comparable transaction is available with which to compare such Affiliate Transactiontransaction, such Affiliate Transaction transaction is otherwise fair to the Issuer Issuers or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) aboveview. (b) The foregoing provisions limitation set forth in Section 5.12(a) does not limit, and shall not apply to the followingto: (1) transactions (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted approved by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members disinterested directors of the Board of Directors of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf ofParent, or for the benefit ofwhere no such disinterested directors exist, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) by unanimous approval of the Issuer, directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that such the transaction is fair to the Issuer Parent or such Restricted Subsidiary from a financial point of view view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries or stating that solely between Restricted Subsidiaries; (3) the terms are not materially less favorablepayment of reasonable fees and compensation (including through the issuance of Capital Stock) to, when taken as a wholeand indemnification and similar arrangements on behalf of, to the Issuer current, former or the relevant future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than those that would have been obtained in a comparable transaction Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basisSection 5.09 and Investments constituting Permitted Investments; (6) any agreement contracts, instruments or arrangement as other agreements or arrangements in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement each case as in effect on the Issue Date)date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) the existence ofany employment, consulting, service or termination agreement, or the performance customary indemnification arrangements, entered into by the an Issuer or any Restricted Subsidiary with current, former or future officers and employees of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement Parent or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the an Issuer or any of its such Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions Subsidiary and the payment of all fees compensation to officers and expenses related employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to the Transactionsemployee benefit plans, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners employee stock option or purchasers or sellers of goods or services that are Affiliatessimilar plans), in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated partybusiness; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) 8) loans and advances to officers and employees of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any formerParent, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the an Issuer or any of its Subsidiaries Restricted Subsidiary or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or guarantees in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees thereof (or cancellation of such loans, advances or guarantees) to future), current or former employeesfor bona fide business purposes, directorsincluding for reasonable moving and relocation, officersentertainment and travel expenses and similar expenses, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) made in the ordinary course of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faithbusiness; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (149) transactions with a Person that is an Affiliate of the Parent or an Issuer arising solely because the Issuer Parent or any Restricted Subsidiary an Issuer, directly or indirectly, owns any Equity Interest inCapital Stock of, or controls, controls such Person; (1510) any lease entered transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into between the Issuer or amending of any Restricted Subsidiarytax sharing, as lessee allocation or similar agreement and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)thereunder.

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.01.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement PeriodTangible Net Worth, unless: (1) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.02.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement PeriodTangible Net Worth, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B10.10(b)(11) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, transaction that has been approved by, or pursuant to arrangements approved by, by a majority of the members disinterested directors of the Board of the IssuerIssuer or any Parent Entity, or where no such disinterested directors exist, by unanimous approval of the directors of such Board; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date[reserved]; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses[reserved]; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith[reserved]; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith[reserved]; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto).

Limitation on Transactions with Affiliates. (a) The Issuer shall will not, and shall not nor will the Issuer permit any of its Restricted Subsidiaries to, make any payment to, or (i) sell, lease, transfer or otherwise dispose of any of its properties property or assets to, or (ii) purchase any property or assets from, (iii) make any Investment in, or (iv) enter into or make or amend any transaction, contract, agreement, understanding, loan, advance agreement or guarantee with, understanding with or for the benefit of, any Affiliate of the Issuer (each or of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA any Subsidiary of the Issuer (an "Affiliate Transaction"), other than Affiliate Transactions that are reasonably necessary and desirable for the Applicable Measurement Period, unless: Issuer or such Subsidiary in the conduct of its business and are on terms (1which terms are in writing) such Affiliate Transaction is on terms, taken as a whole, that are not materially fair and reasonable to the Issuer or the Subsidiary and that are no less favorable to the Issuer or the relevant Restricted such Subsidiary than those that would have been could be obtained in a comparable arm's length transaction by the Issuer or such Restricted Subsidiary with from an unrelated Person on an arm’s-length basis orunaffiliated party, if as determined reasonably and in the good faith judgment by the Board of Directors of the Issuer, no comparable transaction is available with which to compare such provided that if the Issuer or any Subsidiary of the Issuer enters into an Affiliate TransactionTransaction or series of Affiliate Transactions involving or having an aggregate value of more than $2 million, such Affiliate Transaction is otherwise fair shall, prior to the consummation thereof, have been approved by a majority of the disinterested directors of the Issuer, and provided, further that with respect to any such transaction or series of related transactions that involves an aggregate value of more than $5 million, the Issuer or such Restricted Subsidiary shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to itself or its Subsidiary from a financial point of view from an Independent Financial Advisor and when such transaction is taken in its entirety; and (2) file the Issuer delivers to same with the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) aboveTrustee. (b) The foregoing provisions restrictions shall not apply to the following: (1i) (A) any transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Wholly Owned Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, or between the Issuer and any Restricted Wholly Owned Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that if such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that not otherwise prohibited by the terms are not materially less favorableof the Indenture, when taken as a whole, to the Issuer or the relevant (ii) any Restricted Subsidiary than those that would have been obtained Payment made in a comparable accordance with Section 3.6 and (iii) any transaction contemplated by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in Business Relations Agreement and the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement Personal Services Agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto).

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit Neither the Company nor any of its Restricted Subsidiaries toshall, directly or indirectly, in one transaction or a series of transactions, make any payment loan, advance, guarantee or capital contribution to, or for the benefit of, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or for the benefit of, or purchase or lease any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance agreement or guarantee understanding with, or for the benefit of, any Affiliate of the Issuer Company or any of its Subsidiaries or any Person (each or any Affiliate of such Person) holding 10% or more of the foregoingCommon Equity of the Company or any of its Subsidiaries, other than transactions in the ordinary course between the Company and its Subsidiaries or among Subsidiaries of the Company (an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: : (1i) the terms of such Affiliate Transaction is on terms, taken as a whole, that Transactions are not materially less favorable fair and reasonable to the Issuer Company or such Subsidiary, as the relevant Restricted Subsidiary than those that would have been case may be, and 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 by the Issuer or such Restricted Subsidiary with an unrelated Person made on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entiretybetween unaffiliated parties; and (2ii) the Issuer delivers to the Trustee with respect to any such Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $5,000,000, the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of Company delivers an Officers’ Certificate to the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate Trustee certifying that such Affiliate Transaction complies with clause (1i) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer above and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity Secretary’s Certificate which sets forth and authenticates a resolution that becomes has been adopted by a Restricted Subsidiary as a result vote of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the disinterested members of the Board of Directors approving such Affiliate Transaction; and (iii) with respect to any such Affiliate Transaction involving aggregate payments in excess of $25,000,000, the Issuer; Company delivers to the Trustee the certificates specified in clause (4ii) above and an opinion of an independent investment banking firm of national standing in the payment United States, stating that such Affiliate Transaction is fair from a financial point of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided view to the Company or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiariessuch Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or foregoing clauses (ii) and (iii) shall not apply to transactions between the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer Company or any of its Subsidiaries and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. or any Parent Entity and (B) directors’ qualifying shares and shares issued entity to foreign nationals as required by applicable law; (11) payments by which the Issuer Company transfers all or any of its Restricted Subsidiaries to any substantially all of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) rights to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)HEALTHSOUTH Clinical Automation Program.

Limitation on Transactions with Affiliates. (a) The Issuer Issuers shall not, and shall not permit any of its the Restricted Subsidiaries to, make directly or indirectly, enter into, renew or extend any payment totransaction (including the purchase, sale, lease or exchange of property or assets, or sell, lease, transfer or otherwise dispose the rendering of any service) with any Holder (or any Affiliate of its properties such Holder) of 10% or assets to, more of any class of Capital Stock of the Parent or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, with any Affiliate of the Issuer (each of the foregoingParent, an “Affiliate Transaction”) Issuer or any Restricted Subsidiary, in each case involving aggregate payments or consideration in excess of the greater of (x) $25.0 million 42,000,000 and (y) 5.00.3% of Consolidated EBITDA consolidated Adjusted Total Assets of the Issuer for Issuers and the Applicable Measurement PeriodRestricted Subsidiaries, unless: (1) such Affiliate Transaction is on terms, taken as a whole, except upon terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Issuers or such Restricted Subsidiary with an unrelated Person on an 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 basis or, transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the IssuerParent’s Board of Directors, no comparable transaction is available with which to compare such Affiliate Transactiontransaction, such Affiliate Transaction transaction is otherwise fair to the Issuer Issuers or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) aboveview. (b) The foregoing provisions limitation set forth in Section 5.12(a) does not limit, and shall not apply to the followingto: (1) transactions (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted approved by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members disinterested directors of the Board of Directors of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf ofParent, or for the benefit ofwhere no such disinterested directors exist, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) by unanimous approval of the Issuer, directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that such the transaction is fair to the Issuer Parent or such Restricted Subsidiary from a financial point of view view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries or stating that solely between Restricted Subsidiaries; (3) the terms are not materially less favorablepayment of reasonable fees and compensation (including through the issuance of Capital Stock) to, when taken as a wholeand indemnification and similar arrangements on behalf of, to the Issuer current, former or the relevant future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than those that would have been obtained in a comparable transaction Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basisSection 5.09 and Investments constituting Permitted Investments; (6) any agreement contracts, instruments or arrangement as other agreements or arrangements in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement each case as in effect on the Issue Date)date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) the existence ofany employment, consulting, service or termination agreement, or the performance customary indemnification arrangements, entered into by the an Issuer or any Restricted Subsidiary with current, former or future officers and employees of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement Parent or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the an Issuer or any of its such Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions Subsidiary and the payment of all fees compensation to officers and expenses related employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to the Transactionsemployee benefit plans, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners employee stock option or purchasers or sellers of goods or services that are Affiliatessimilar plans), in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated partybusiness; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) 8) loans and advances to officers and employees of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any formerParent, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the an Issuer or any of its Subsidiaries Restricted Subsidiary or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or guarantees in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees thereof (or cancellation of such loans, advances or guarantees) to future), current or former employeesfor bona fide business purposes, directorsincluding for reasonable moving and relocation, officersentertainment and travel expenses and similar expenses, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) made in the ordinary course of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faithbusiness; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (149) transactions with a Person that is an Affiliate of the Parent or an Issuer arising solely because the Issuer Parent or any Restricted Subsidiary an Issuer, directly or indirectly, owns any Equity Interest inCapital Stock of, or controls, controls such Person; (1510) any lease entered transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into between the Issuer or amending of any Restricted Subsidiarytax sharing, as lessee allocation or similar agreement and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)thereunder.

Limitation on Transactions with Affiliates. (a) The Issuer shall Company will not, and shall will not cause or permit any of its Restricted Subsidiaries to, make directly or indirectly, enter into any payment totransaction or series of related transactions (including, without limitation, the sale, purchase, exchange or selllease of assets, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, services) with or for the benefit of, of any Affiliate of the Issuer Company (each of other than the foregoingCompany or a Restricted Subsidiary) (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of unless (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1a) such Affiliate Transaction is on terms, taken as a whole, terms that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the relevant Restricted Subsidiary case may be, than those that would have been obtained be available in a comparable transaction by the Issuer or such Restricted Subsidiary in arm’s-length dealings with an unrelated Person on third party, (b) with respect to any Affiliate Transaction involving aggregate value in excess of $25.0 million, the Company delivers an arm’s-length basis or, if in Officers’ Certificate to the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, Trustee certifying that such Affiliate Transaction complies with clause (a) above or such Affiliate Transaction has been approved by a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is otherwise only one Disinterested Director, by such Disinterested Director, and (c) with respect to any Affiliate Transaction involving aggregate value in excess of $50.0 million, either (i) such Affiliate Transaction has been approved by a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (ii) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the Affiliate Transaction or the consideration being paid is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entiretyview; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Periodprovided, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying however, that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions this provision shall not apply to (i) any employment agreement or any compensation and employee benefit arrangements (or amendments thereto) entered into by the following: Company or any of its Restricted Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary, including the payment of indemnities provided for the benefit of officers, directors or employees and the payment of compensation to the officers, directors and employees of the Company and its Restricted Subsidiaries; (1) (Aii) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of Company and/or its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; ; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14iii) transactions with a Person that is an Affiliate of the Issuer arising Company solely because the Issuer Company or any of its Restricted Subsidiary Subsidiaries owns any Equity Interest Capital Stock in, or controls, such Person; ; (15iv) any lease entered into between transaction permitted pursuant to Section 1009; (v) issuances or sales of Capital Stock (other than Disqualified Stock) of the Issuer Company or any Restricted Subsidiary, as lessee and any Affiliate EchoPark Entity that is an Unrestricted Subsidiary at the time of such issuance or sale; (vi) the pledge of Capital Stock of Unrestricted Subsidiaries; (vii) loans or advances to officers of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into Company in the ordinary course of business or consistent with past practice; not to exceed $5.0 million in any calendar year; (17viii) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates inventory sales in the ordinary course of business (including, for the avoidance of doubt, any sales of vehicles between the Company and otherwise not prohibited by this Indenture which are fair any Restricted Subsidiary on the one hand and any EchoPark Entity on the other hand following any EchoPark Separation Transaction); (ix) any transactions undertaken pursuant to any contractual obligations in existence on the Issuer Issue Date, and its Restricted Subsidiaries (as determined by the Issuer in good faith) any renewals, replacements or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate modifications of such Person existing at the time such Person is acquired by, obligations (pursuant to new transactions or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or mergerotherwise); provided that any such acquisition or merger complied agreement together with this covenant; (19) transactions between all amendments thereto, taken as a whole, is not more disadvantageous to the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director holders of the Issuer or Securities in any Parent Entitymaterial respect than the original agreement as in effect on the Issue Date; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on and (x) any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets transactions undertaken in connection with or related to any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)EchoPark Separation Transaction.

Limitation on Transactions with Affiliates. (a) The Issuer shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, make directly or indirectly, enter into any payment totransaction or series of related transactions (including, without limitation, the purchase, sale, lease or sell, lease, transfer or otherwise dispose exchange of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend the rendering of any transaction, contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of the Issuer its Affiliates (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: (1i) the terms of such Affiliate Transaction is on terms, taken as a whole, that are not materially no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been could reasonably be expected to be obtained in a comparable transaction, at the time such transaction by the Issuer or such Restricted Subsidiary with an unrelated Person was entered into, on an arm’s-length basis or, if from a Person that is not an Affiliate of the Borrower; (ii) in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying event that such Affiliate Transaction complies involves aggregate payments, or transfers of property or services with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries orFair Market Value, in any caseexcess of $5 million, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted such Affiliate Transaction will be approved by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of Directors of the IssuerBorrower (including a majority of the disinterested members thereof), the approval to be evidenced by a Board Resolution stating that the Board of Directors has determined that such transaction complies with the preceding provisions; and (iii) in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or services with a Fair Market Value, in excess of $10 million, the Borrower will, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to the Borrower and the relevant Restricted Subsidiary (if any) from a financial point of view from an Independent Financial Advisor and file the same with the Administrative Agent. (b) Section 5.11(a) above will not apply to: (i) Affiliate Transactions with or among the Borrower and any Restricted Subsidiary or between or among Restricted Subsidiaries, excluding any Affiliate Transaction with a Restricted Subsidiary in which Vitro or any of its Affiliates directly or indirectly own any Capital Stock (other than by virtue of ownership by the Borrower and its Restricted Subsidiaries or the issuance to Vitro or any of its Affiliates of any nominal shares of the Borrower or its Restricted Subsidiaries as required by applicable law); (4ii) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements any indemnity provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managersemployees, employees consultants or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) agents of the Issuer, Borrower or any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions as determined in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction good faith by the Issuer or such Restricted Subsidiary with an unrelated Person on an armBorrower’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer Directors (including contributions to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Dateemployee stock option plans maintained by Vitro and its Subsidiaries); (7iii) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Affiliate Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case undertaken in the ordinary course of business pursuant to any contractual obligations or that are consistent with past practice and otherwise rights in existence on the Original Effective Date (as in effect on the Original Effective Date) or any amendments, extensions or renewals of such contractual obligations on comparable terms; (iv) any Restricted Payments made in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated partySection 5.05; (10v) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) loans and advances to officers, directors and employees of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer Borrower or any Restricted Subsidiary owns any Equity Interest infor travel, or controlsentertainment, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiarymoving and other relocation expenses, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates each case made in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms exceeding $300,000 outstanding at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith)any one time; (18vi) Affiliate Transactions on an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied arm’s-length basis with this covenant; (19) transactions between the Issuer Vitro or any Restricted Subsidiary and any of Vitro (other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of than the Issuer Borrower or any Parent Entity; provided, however, of its Subsidiaries) that such director abstains from voting as a director consist of (1) the Issuer purchase or such Parent Entity, as the case may be, on any matter sales of goods and services (including such other Person; (20accounting services) Co-Investment Transactions as approved by the Board or the senior management leasing of the Issuer real estate or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into equipment in the ordinary course of business or consistent with past practice practice; (2) payments made to Vitro or its Subsidiaries relating to the use and development of intellectual property; and (3) purchases, leases or sales of assets (other than Collateral or land held by any Subsidiary (i) the Capital Stock of which is pledged or required to be pledged or (ii) the Real Property of which is mortgaged or required to be mortgaged as described under “Security”) up to an aggregate amount of $15 million in any fiscal year; (A) the assumption of the rights and obligations under a lease agreement relating to an airplane pursuant to which aggregate annual payments of approximately $7 million will be made, (B) the use of the airplane identified in the prior clause (A), or any replacement airplane, by customers, directors and officers of Vitro and its Affiliates, and (C) performance under outsourcing agreement entered into for hangar, maintenance, repair and operating services relating to the airplane identified in clause (A), or any replacement airplane, involving aggregate annual payments of up to $8 million; (viii) (A) loans, advances or other extensions of credits (including guarantees) by Vitro or its Affiliates made to the Borrower or any of its Subsidiaries and any payments made in connection therewith, and (B) any hedging agreements or arrangements entered into between Vitro or its Affiliates, on the one hand, and the Borrower or any of its Subsidiaries, on the other hand, and any payments made in connection therewith, in each case so long as the terms thereof are no less favorable to the Borrower and its Restricted Subsidiaries than could have been obtained on an arm’s-length basis; (ix) any management, administrative, information technology or similar services performed by Vitro or its Affiliates for the benefit of the Borrower or any of its Subsidiaries, and any payments made in connection therewith, so long as the aggregate amount of all payments made pursuant to this clause (ix) in any calendar year does not exceed 1.75% of the net sales of the Borrower (determined on a consolidated basis) for such year; and (x) services rendered by Vitro or its Affiliates for the benefit of the Borrower or any of its Subsidiaries, and any payments in connection therewith not in excess of Vitro’s or its Affiliates’ cost of rendering such services, including, without limitation, payments made by the Borrower or any cash management activities related thereto)of its Subsidiaries in connection with (A) information technology services, (B) the salaries of Vitro's Chairman of the Board and Chief Executive Officer and (C) Clinica Vitro, El ▇▇▇▇▇▇▇ and Vitro Club.

Limitation on Transactions with Affiliates. (a) The Co-Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee Guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of ), unless (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1i) such Affiliate Transaction is on terms, taken as a whole, terms that are not materially no less favorable to the Co-Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Co-Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2ii) the Co-Issuer delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period2.5 million, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and Directors set forth in an Officer’s Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1i) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer above and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted Affiliate Transaction has been approved by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the disinterested members of the Board of the Issuer; Directors and (4b) the payment with respect to any Affiliate Transaction or series of reasonable and customary fees and compensation paid torelated Affiliate Transactions involving aggregate consideration in excess of $10.0 million, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, an opinion as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair fairness to the Issuer or Holders of such Restricted Subsidiary Affiliate Transaction from a financial point of view issued by an accounting, appraisal or stating that investment banking firm of national standing. Notwithstanding the terms are foregoing, the following items shall not materially less favorable, when taken as a whole, be deemed to be Affiliate Transactions: (i) any employment arrangements with any executive officer of the Co-Issuer or the relevant a Restricted Subsidiary than those that would have been obtained in a comparable transaction is entered into by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Co-Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are and consistent with past practice and otherwise compensation arrangements of similarly situated executive officers at comparable companies engaged in compliance with Permitted Businesses, (ii) transactions between or among the terms of this Indenture which are fair to the Co-Issuer and and/or its Restricted Subsidiaries, (iii) payment of outside directors’ fees in the reasonable determination of the Board of the Issuer or the senior management thereofan aggregate annual amount not to exceed $50,000 per Person, or are on terms, taken as a whole, (iv) Restricted Payments and Permitted Investments that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; permitted by Section 4.07 and (10v) the issuance or transfer sale of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)Issuer.

Limitation on Transactions with Affiliates. (a) The Issuer shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, enter into, renew or extend any payment totransaction or arrangement including the purchase, sale, lease or exchange of property or assets, or sell, lease, transfer or otherwise dispose the rendering of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service with any Affiliate of the Issuer or any Restricted Subsidiary (each of the foregoing, an a “Affiliate Related Party Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million ), except upon fair and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1) such Affiliate Transaction is on terms, taken as a whole, reasonable terms that are not materially no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been could be obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; andlength (2b) the Issuer delivers Prior to the Trustee with respect to entering into any Affiliate Related Party Transaction or series of related Affiliate Related Party Transactions involving (i) with an aggregate payments or consideration value in excess of US$20.0 million (or the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Periodequivalent in other currencies), a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted such Related Party Transaction will be approved by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of Directors of the Issuer, and a majority of the Board of Directors of the Issuer who are disinterested directors with respect to such Related Party Transaction, the approval to be evidenced by a Board Resolution stating that the Board of Directors of the Issuer has determined that such transaction complies with the preceding provisions, and (ii) with an aggregate value in excess of US$35.0 million (or the equivalent in other currencies), the Issuer must obtain and deliver to the Trustee a favorable written opinion from a nationally recognized (in the relevant jurisdiction) Independent Financial Advisor as to the fairness of the transaction to the Issuer and the Restricted Subsidiaries from a financial point of view. (c) The foregoing clauses (a) and (b) do not apply to: (i) any transaction between or among the Issuer and any of the Restricted Subsidiaries or between or among Restricted Subsidiaries of the Issuer; (4ii) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements any indemnity or insurance provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managersemployees, employees consultants or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary agents of the Issuer or any Parent EntityRestricted Subsidiary; (5iii) transactions any Restricted Payments of a type described in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction Section 4.08 (a)(i) and (a)(ii) if permitted by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basisSection 4.08; (6iv) any agreement transactions or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) of obligations under any future amendment payments pursuant to any such existing agreement employee, consultant, officer or under any similar agreement director compensation or benefit plans or arrangements entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business business; (v) transactions pursuant to any contract or that are consistent with past practice and otherwise agreement in compliance with effect on the terms date of this Indenture which are fair Indenture, as amended, modified or replaced from time to time so long as the Issuer and its Restricted Subsidiariesamended, in the reasonable determination of the Board of the Issuer modified or the senior management thereof, or are on termsnew agreements, taken as a whole, that are not materially no less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of to the Issuer and the granting and performing Restricted Subsidiaries than those in effect on the date of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law;this Indenture; or (11vi) payments by the Issuer or any of its Restricted Subsidiaries loans and advances to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into employees in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)practices.

Limitation on Transactions with Affiliates. (a) The Issuer shall Issuers and Guarantors will not, and shall will not permit any of its Restricted their Subsidiaries to, make any payment toon or after the Issue Date, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance arrangement or guarantee withtransaction with any Affiliate (an "Affiliate Transaction"), or for any series of related Affiliate Transactions (other than Exempted Affiliate Transactions), (i) unless it is determined that the benefit ofterms of such Affiliate Transaction are fair and reasonable to the Issuer, Guarantor or Subsidiary, and no less favorable to the Issuer, Guarantor or Subsidiary than could have been obtained in an arm's-length transaction with a non-Affiliate. (b) The Issuers and Guarantors will not, and will not permit any Affiliate of the Issuer (each of the foregoingtheir Subsidiaries to, enter into an “Affiliate Transaction”, or any series of related Affiliate Transactions, unless (i) with respect to such Transaction or Transactions involving aggregate payments or consideration in excess having a fair value of more than $250,000 the greater of Trust has (x) $25.0 million obtained the approval of majorities of the Board of Directors of the Issuer, Guarantor or Subsidiary, as the case may be, or the Trust in the case of Venture Canada, and the Fairness Committee of the Issuer, Guarantor or Subsidiary, as the case may be, or the Trust in the case of Venture Canada, in the exercise of their fiduciary duties and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: either (1) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to obtained the Issuer or approval of majorities of the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment disinterested directors of the Issuer, no comparable transaction is available with which Guarantor or Subsidiary, as the case may be, or the Trust in the case of Venture Canada, if any, and Independent members of the Fairness Committee or (2) obtained an opinion of a qualified independent financial advisor to compare the effect that such Affiliate Transaction, such Affiliate Transaction is otherwise or Transactions are fair to the Issuer Issuer, Guarantor or such Restricted Subsidiary Subsidiary, as the case may be, from a financial point of view and when such transaction is taken in its entirety; and (2ii) the Issuer delivers to the Trustee with respect to any Affiliate such Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess having a fair value of more than $3.0 million, the greater of Trust has (x) $50.0 million and (y) 10.0% obtained the approval of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority majorities of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) Directors of the Issuer, any Restricted Subsidiary of the Issuer Guarantor or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted SubsidiariesSubsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated Trust in the good faith determination case of the Issuer as of the Issue DateVenture Canada, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) Fairness Committee of the Issuer, any of its Subsidiaries Guarantor or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto).Trust

Limitation on Transactions with Affiliates. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary 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 into, make, amend, renew or make or amend extend any transaction, contract, agreement, understanding, loan, advance or guarantee Guarantee with, or for the benefit of, any Affiliate of the Issuer their Affiliates (each of the foregoingeach, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period10 million, unless: (1) such Affiliate Transaction is on terms, taken as a whole, fair and reasonable terms that are not materially no less favorable to the Issuer Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Issuer Company or such Restricted Subsidiary with a Person that is not an unrelated Person on an arm’s-length basis or, if in the good faith judgment Affiliate of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer Company or such any Restricted Subsidiary from a financial point of view and when such transaction is taken in its entiretySubsidiary; and (2) the Issuer Company delivers to the Trustee Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period25 million, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in Resolution attached to an Officer’s Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with clause (1) above.this covenant and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the Disinterested Members; and (b) The foregoing provisions shall not apply with respect to the following: (1) (A) transactions between any Affiliate Transaction or among the Issuer and a Restricted Subsidiary series of related Affiliate Transactions involving aggregate consideration in excess of $150 million or between 3% of Consolidated Total Assets, an opinion issued by an independent accounting, appraisal or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result investment banking firm of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor national standing stating that such transaction Affiliate Transaction or series of related Affiliate Transactions is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view or stating that the terms are view. (b) The following items will be deemed not materially less favorableto be Affiliate Transactions and, when taken as a wholetherefore, will not be subject to the Issuer provisions of Section 4.05(a): (1) transactions between or among the relevant Company or its Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basisSubsidiaries; (62) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date)Restricted Payments that are permitted under Section 4.04 and Permitted Investments; (73) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer sale of (A) Equity Interests (other than Disqualified Stock) of the Issuer Company; (4) transactions pursuant to agreements or arrangements in effect on the Issue Date and described in the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoingOffering Memorandum, or any permitted transferee amendment, modification, or supplement thereto or renewal or replacement thereof) , as long as such agreement or arrangement, as so amended, modified, supplemented, renewed or replaced, taken as a whole, is not materially more disadvantageous to the Company and the Restricted Subsidiaries than the agreement or arrangement in existence on the Issue Date as determined by the Disinterested Members of the Issuer or any Board of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required Directors of the Company evidenced by applicable lawa Board Resolution; (115) payments by the Issuer Company (and any direct or indirect parent thereof) and its Subsidiaries pursuant to tax sharing agreements among the Company (and any such parent) and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to any the extent of the Investors made for any financial advisory, financing, underwriting or placement services or amounts received from Unrestricted Subsidiaries) would be required to pay in respect of other investment banking activitiesforeign, includingfederal, without limitation, in connection with acquisitions or divestitures which payments are approved by state and local taxes for such fiscal year were the Board of Company and its Subsidiaries (to the Issuer or the senior management of the Issuer in good faithextent described above) to pay such taxes separately from any such parent entity; (126) paymentspayment of reasonable and customary fees to, loansand reasonable and customary indemnification arrangements and similar payments on behalf of, advances directors of the Company or guarantees any Subsidiary thereof; and (7) any employment, consulting, service or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Memberstermination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any permitted transferee thereof) Restricted Subsidiary with officers and employees of the Issuer, any of its Subsidiaries Company or any Parent Entity Subsidiary thereof and employment agreements, consulting agreements, indemnification agreements, the payment of compensation to officers and employees of the Company or any Subsidiary thereof (including amounts paid pursuant to employee benefit plans, employee stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employeesplans), directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same such agreement or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans payment have been approved by a majority of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)Disinterested Members.

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter Enter into or make or amend any transaction, contractincluding, agreement, understanding, loan, advance or guarantee with, or for the benefit ofwithout limitation, any Affiliate purchase, sale, lease or exchange of Property, the Issuer (each rendering of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Issuer any service or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer payment of any management, advisory or such Restricted Subsidiary similar fees, with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of (other than Parent, the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement PeriodABL Administrative Borrower, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a any Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity Person that becomes a Restricted Subsidiary as a result of such transaction and (Btransaction) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that unless such transaction is otherwise permitted under this Agreement and upon fair and reasonable terms no less favorable to the Issuer or such ABL Administrative Borrower and its Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary Subsidiaries than those that would have been be obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions transaction with a Person that is not an Affiliate of Affiliate. Notwithstanding the Issuer arising solely because foregoing, the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer ABL Administrative Borrower and its Restricted Subsidiaries may (as determined a) [Reserved], (b) enter into and consummate the transactions listed on Schedule 6.10, (c) make Restricted Payments permitted pursuant to Section 6.6 and repayments and prepayments of Indebtedness permitted pursuant to Section 6.9, (d)(i) make Investments in Unrestricted Subsidiaries permitted by Section 6.8 and (ii) make Investments permitted by Section 6.8(x), (e) [Reserved], (f) enter into employment and severance arrangements with officers, directors, managers and employees of the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged intoParent, the Issuer or a ABL Administrative Borrower and the Restricted Subsidiary Subsidiaries and, to the extent relating to services performed for Parent, the ABL Administrative Borrower and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary Subsidiaries, pay director, officer and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice employee compensation (including, without limitation, bonuses) and other benefits (including, without limitation, retirement, health, stock option and other benefit plans) and indemnification and expense reimbursement arrangements; provided that any cash management activities related thereto).purchase of Capital Stock of Parent (or any direct or indirect holding company of Parent) in connection with the foregoing shall be subject to Section 6.6, (g) undertake the

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its the Restricted Subsidiaries to, make directly or indirectly, enter into, amend or suffer to exist any payment totransaction or series of related transactions (including, without limitation, the sale, purchase, exchange or selllease of assets, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, services) with any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration extend, renew, waive or otherwise modify in excess any material respect the terms of any Affiliate Transaction entered into prior to or on the greater Issue Date, if the terms of (x) $25.0 million and (y) 5.0% such Affiliate Transaction after giving effect to such extension, renewal, replacement, waiver or other modification, taken as a whole, are more disadvantageous to the Holders of Consolidated EBITDA of Notes in any material respect than the Issuer for original agreement as in effect on the Applicable Measurement Period, unless: Issue Date unless (1) such Affiliate Transaction is on termsbetween or among the Issuer, taken as a wholeone or more of its Wholly Owned Subsidiaries, and/or one or more of the Restricted Subsidiaries that are not materially less favorable also Guarantors; or (2) the terms of such Affiliate Transaction are fair and reasonable to the Issuer or such Restricted Subsidiary, as the relevant Restricted Subsidiary than those that would have been case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could reasonably be expected to be obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person Subsidiary, as the case may be, in a comparable transaction made on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to between unaffiliated parties. In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments an amount or consideration having a fair market value in excess of $10.0 million which is not permitted under clause (1) above, the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA Issuer must obtain a resolution of the Issuer for majority of the Applicable Measurement Period, a resolution adopted by a majority disinterested members of the Board of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (2) 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 $40.0 million which is not permitted under clause (1) above. (b) , the Issuer must obtain a favorable written opinion as to the fairness, from a financial point of view, of such transaction or transactions, as the case may be, from an Independent Financial Advisor. The foregoing provisions shall not apply to the following:to (1) (A) transactions between or among any Restricted Payment that is not prohibited by the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, provisions described in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purposeSection 4.08; (2) Restricted Payments permitted by Section 10.10 (other than any transaction pursuant to Sections 10.10(b)(11)(B) an agreement, arrangement or 10.10(b)(13)(F)) understanding existing on the Issue Date and described in the definition of “Permitted Investments” (other than clause (11) of such definition)Offering Memorandum and that was entered into or amended in compliance with or otherwise permitted to exist under the Existing Senior Subordinated Notes Indenture; (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements any indemnity provided to or on behalf of, or for the benefit of, former, current or future any officers, directors, managers, directors or employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent EntityAffiliate of the Issuer or of such officers, directors or employees as determined in good faith by the Issuer’s Board of Directors or senior management thereof; (4) any transaction between the Issuer or any of the Restricted Subsidiaries and their Affiliates involving ordinary course investment banking, commercial banking or related activities; (5) transactions any transaction with any Affiliate solely in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken capacity as a whole, to the Issuer holder of Indebtedness or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) Capital Stock of the Issuer or any of its Subsidiaries where such Affiliate is treated no more favorably than holders of such Indebtedness or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable lawsuch Capital Stock generally; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (146) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer between or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between among the Issuer or any Restricted Subsidiary, as lessee on the one hand, and any Affiliate other Person controlled by (as such term is defined in the definition of “Affiliate”) the Issuer, on the other hand, so long as lessor, which is approved (a) at least 25% of the voting securities of such other Person are beneficially owned by the Board of Persons other than the Issuer or the senior management of the Issuer in good faith; any Affiliate thereof, (16b) intellectual property licenses entered into in the ordinary course of there exists no other substantial business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to relationship between the Issuer and its Restricted Subsidiaries (as determined by Affiliates and the Issuer in good faith) or are on terms Persons who beneficially own at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by 25% of the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director voting securities of such other Person referred to in clause (a) above, other than the transactions in question, and no such other business relationship is also a director reasonably expected and (c) no portion of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including remaining interest in such other PersonPerson is owned by a Person that controls (as such term is defined in the definition of “Affiliate”) the Issuer, or between or among such Subsidiaries or Persons; (207) Co-Investment Transactions as approved any transaction permitted by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiariesprovisions described under Section 5.01; and (23) payments to 8) any transaction, the prohibition of which, by operation of this covenant, would violate the “Limitation on Dividend and from, and transactions with, any joint ventures entered into Other Payment Restrictions Affecting Restricted Subsidiaries” covenant in the ordinary course of business Existing Senior Subordinated Notes Indenture or consistent with past practice (including, without limitation, any cash management activities related thereto)the indenture governing the Holding Company Notes.

Limitation on Transactions with Affiliates. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary 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 into, make, amend, renew or make or amend extend any transaction, contract, agreement, understanding, loan, advance or guarantee Guarantee with, or for the benefit of, any Affiliate of the Issuer their Affiliates (each of the foregoingeach, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period10 million, unless: (1) such Affiliate Transaction is on terms, taken as a whole, fair and reasonable terms that are not materially no less favorable to the Issuer Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Issuer Company or such Restricted Subsidiary with a Person that is not an unrelated Person on an arm’s-length basis or, if in the good faith judgment Affiliate of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer Company or such any Restricted Subsidiary from a financial point of view and when such transaction is taken in its entiretySubsidiary; and (2) the Issuer Company delivers to the Trustee Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period25 million, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in Resolution attached to an Officer’s Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with clause (1) above.this covenant and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the Disinterested Members; and (b) The foregoing provisions shall not apply with respect to the following: (1) (A) transactions between any Affiliate Transaction or among the Issuer and a Restricted Subsidiary series of related Affiliate Transactions involving aggregate consideration in excess of $150 million or between 3% of Consolidated Total Assets, an opinion issued by an independent accounting, appraisal or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result investment banking firm of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor national standing stating that such transaction Affiliate Transaction or series of related Affiliate Transactions is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view or stating that the terms are view. Table of Contents (b) The following items will be deemed not materially less favorableto be Affiliate Transactions and, when taken as a wholetherefore, will not be subject to the Issuer provisions of Section 4.05(a): (1) transactions between or among the relevant Company or its Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basisSubsidiaries; (62) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date)Restricted Payments that are permitted under Section 4.04 and Permitted Investments; (73) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer sale of (A) Equity Interests (other than Disqualified Stock) of the Issuer Company; (4) transactions pursuant to agreements or arrangements in effect on the Issue Date and described in the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoingOffering Memorandum, or any permitted transferee amendment, modification, or supplement thereto or renewal or replacement thereof) , as long as such agreement or arrangement, as so amended, modified, supplemented, renewed or replaced, taken as a whole, is not materially more disadvantageous to the Company and the Restricted Subsidiaries than the agreement or arrangement in existence on the Issue Date as determined by the Disinterested Members of the Issuer or any Board of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required Directors of the Company evidenced by applicable lawa Board Resolution; (115) payments by the Issuer Company (and any direct or indirect parent thereof) and its Subsidiaries pursuant to tax sharing agreements among the Company (and any such parent) and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to any the extent of the Investors made for any financial advisory, financing, underwriting or placement services or amounts received from Unrestricted Subsidiaries) would be required to pay in respect of other investment banking activitiesforeign, includingfederal, without limitation, in connection with acquisitions or divestitures which payments are approved by state and local taxes for such fiscal year were the Board of Company and its Subsidiaries (to the Issuer or the senior management of the Issuer in good faithextent described above) to pay such taxes separately from any such parent entity; (126) paymentspayment of reasonable and customary fees to, loansand reasonable and customary indemnification arrangements and similar payments on behalf of, advances directors of the Company or guarantees any Subsidiary thereof; and (7) any employment, consulting, service or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Memberstermination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any permitted transferee thereof) Restricted Subsidiary with officers and employees of the Issuer, any of its Subsidiaries Company or any Parent Entity Subsidiary thereof and employment agreements, consulting agreements, indemnification agreements, the payment of compensation to officers and employees of the Company or any Subsidiary thereof (including amounts paid pursuant to employee benefit plans, employee stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employeesplans), directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same such agreement or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans payment have been approved by a majority of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)Disinterested Members.

Limitation on Transactions with Affiliates. (a) The Issuer Issuers shall not, and shall not permit any of its the Restricted Subsidiaries to, make directly or indirectly, enter into, renew or extend any payment totransaction (including the purchase, sale, lease or exchange of property or assets, or sell, lease, transfer or otherwise dispose the rendering of any service) with any Holder (or any Affiliate of its properties such Holder) of 10% or assets to, more of any class of Capital Stock of the Parent or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, with any Affiliate of the Issuer (each of the foregoingParent, an “Affiliate Transaction”) Issuer or any Restricted Subsidiary, in each case involving aggregate payments or consideration in excess of the greater of (x) $25.0 million 66,300,000 and (y) 5.00.3% of Consolidated EBITDA consolidated Adjusted Total Assets of the Issuer for Issuers and the Applicable Measurement PeriodRestricted Subsidiaries, unless: (1) such Affiliate Transaction is on terms, taken as a whole, except upon terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Issuers or such Restricted Subsidiary with an unrelated Person on an 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 basis or, transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the IssuerParent’s Board of Directors, no comparable transaction is available with which to compare such Affiliate Transactiontransaction, such Affiliate Transaction transaction is otherwise fair to the Issuer Issuers or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) aboveview. (b) The foregoing provisions limitation set forth in Section 5.12(a) does not limit, and shall not apply to the followingto: (1) transactions (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted approved by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members disinterested directors of the Board of Directors of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf ofParent, or for the benefit ofwhere no such disinterested directors exist, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) by unanimous approval of the Issuer, directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that such the transaction is fair to the Issuer Parent or such Restricted Subsidiary from a financial point of view view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries or stating that solely between Restricted Subsidiaries; (3) the terms are not materially less favorablepayment of reasonable fees and compensation (including through the issuance of Capital Stock) to, when taken as a wholeand indemnification and similar arrangements on behalf of, to the Issuer current, former or the relevant future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than those that would have been obtained in a comparable transaction Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basisSection 5.09 and Investments constituting Permitted Investments; (6) any agreement contracts, instruments or arrangement as other agreements or arrangements in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement each case as in effect on the Issue Date)date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) the existence ofany employment, consulting, service or termination agreement, or the performance customary indemnification arrangements, entered into by the an Issuer or any Restricted Subsidiary with current, former or future officers and employees of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement Parent or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the an Issuer or any of its such Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions Subsidiary and the payment of all fees compensation to officers and expenses related employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to the Transactionsemployee benefit plans, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners employee stock option or purchasers or sellers of goods or services that are Affiliatessimilar plans), in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated partybusiness; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) 8) loans and advances to officers and employees of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any formerParent, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the an Issuer or any of its Subsidiaries Restricted Subsidiary or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or guarantees in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees thereof (or cancellation of such loans, advances or guarantees) to future), current or former employeesfor bona fide business purposes, directorsincluding for reasonable moving and relocation, officersentertainment and travel expenses and similar expenses, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) made in the ordinary course of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faithbusiness; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (149) transactions with a Person that is an Affiliate of the Parent or an Issuer arising solely because the Issuer Parent or any Restricted Subsidiary an Issuer, directly or indirectly, owns any Equity Interest inCapital Stock of, or controls, controls such Person; (1510) any lease entered transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into between the Issuer or amending of any Restricted Subsidiarytax sharing, as lessee allocation or similar agreement and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)thereunder.

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee Guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million on or after the greater of Issue Date (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Periodeach, an "AFFILIATE TRANSACTION"), unless: (1) such Affiliate Transaction is on terms, taken as a whole, terms that are not materially no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entiretyPerson; and (2) the Issuer delivers to the Trustee Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period10.0 million, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and Directors set forth in an Officer’s Officers' Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer this Section 4.14 and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted Affiliate Transaction has been approved by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the disinterested members of the Board of the Issuer;Directors; and (4b) the payment with respect to any Affiliate Transaction or series of reasonable and customary fees and compensation paid torelated Affiliate Transactions involving aggregate consideration in excess of $25.0 million, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, an opinion as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair fairness to the Issuer or such Restricted Subsidiary of such Af- filiate Transaction from a financial point of view or stating that the terms are issued by an Independent Financial Advisor. The following items shall not materially less favorablebe deemed to be Affiliate Transactions and, when taken as a wholetherefore, will not be subject to the Issuer or provisions of the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis;prior paragraph: (61) any consulting or employment agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance entered into by the Issuer or any of its Restricted Subsidiaries approved by a majority of the disinterested members of the Board of Directors of the Issuer; (2) transactions between or among the Issuer and/or its obligations under Restricted Subsidiaries; (3) payment of reasonable directors fees to directors of the terms ofIssuer and any Parent and the provision of customary indemnities to directors, officers, employees or consultants of the Issuer, and any stockholders Parent or any Restricted Subsidiary; (4) issuances and sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Issuer; (5) any tax sharing agreement or arrangement and payments pursuant thereto among the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger Issuer and its Subsidiaries and any similar agreements other Person with which it (the Issuer or any Parent Entity) may enter into thereafter; providedits Subsidiaries is required or permitted to file a consolidated, however, that the existence of, combined or the performance by unitary tax return or with which the Issuer or any of its Restricted Subsidiaries is or could be part of a consolidated, combined or unitary group for tax purposes in amounts not otherwise prohibited by this Indenture; (or such Parent Entity6) 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 Restricted Payments that are permitted by this clause Section 4.11 or any Permitted Investments; (7) the payment (directly or through any Parent) of annual management, consulting, monitoring and advising fees and related expenses to the extent that Equity Sponsor and its respective Affiliates pursuant to management agreements entered into in connection with the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect Transactions and as described in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue DateOffering Memorandum; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors made Equity Sponsor and its Affiliates for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures divestitures, which payments are approved by the majority of the Board of the Issuer or the senior management Directors of the Issuer in good faith; provided that the maximum aggregate amount of any such fees in any 12-month period shall not exceed 1.25% of the aggregate transaction value (including enterprise value in connection with acquisitions or divestitures) (or portion thereof) in respect of which such services are rendered (excluding, in any case, commitment or similar fees for providing financing); (129) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) loans to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, employees that are approved in good faith by a majority of the Board of the Issuer or the senior management Directors of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or an amount not to exceed $5.0 million outstanding at any of its Restricted Subsidiaries (time and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally advances and expense reimbursements to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into employees in the ordinary course of business or consistent with past practicebusiness; (1710) agreements (and payments relating thereto) entered into in connection with the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage Stock Purchase Agreement and management and similar services to Affiliates as described in the ordinary course of business and otherwise Offering Memorandum, as the same may be amended, modified or replaced from time to time, so long as any amendment, modification or replacement is not prohibited by this Indenture which are fair materially less favorable to the Issuer and its Restricted Subsidiaries (as determined by than the Issuer agreement described in good faith) or are the Offering Memorandum and in effect on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith)date of this Indenture; (1811) an agreement between transactions with a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or joint venture engaged in a Restricted Subsidiary and not entered into in contemplation of such acquisition or mergerPermitted Business; provided that all the outstanding ownership interests of such acquisition or merger complied with this covenantjoint venture are owned only by the Issuer, its Restricted Subsidiaries and Persons who are not Affiliates of the Issuer; (1912) transactions between the Issuer or any Restricted a Receivables Subsidiary and any other Person that would constitute in which the Receivables Subsidiary has an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other PersonInvestment; (2013) Co-Investment Transactions as approved by the Board transactions with customers, clients, suppliers or the senior management purchasers or sellers of the Issuer or any Parent Entity goods, in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into each case in the ordinary course of business business; and (14) transactions which have been approved by a majority of the disinterested members of the Board of Directors and with respect to which an Independent Financial Advisor has delivered an opinion as to the fairness to the Issuer or consistent with past practice (including, without limitation, any cash management activities related thereto)such Restricted Subsidiary of such transaction from a financial point of view.

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, unless: (1) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Completion Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Completion Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Completion Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Completion Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto).

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property properties or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “"Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period"), unless: (1) such Affiliate Transaction is on terms, taken as a whole, terms that are not materially no less favorable to the Issuer Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Company or such Restricted Subsidiary in arm's-length dealings with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuerthere is no such comparable transaction, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise on terms that are fair and reasonable to the Issuer Company or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entiretySubsidiary; and (2) the Issuer Company delivers to the Trustee Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period5.0 million, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and Directors set forth in an Officer’s Officers' Certificate certifying that such Affiliate Transaction complies with clause (1) above.above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and (b) The foregoing provisions shall not apply with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0, a written opinion as to the followingfairness to the Company or the relevant Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm that is, in the judgment of the Board of Directors, qualified to render such opinion and is independent with respect to the Company, in each case described in clause (2) above other than any such transactions in the ordinary course of business with an Affiliate engaged in the business of providing helicopter transportation services to the oil and gas industry (or a business that is reasonably complementary or related thereto as determined in good faith by the Board of Directors); provided, however, that the following shall be deemed not to be Affiliate Transactions: (1A) any employment agreement or other employee compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary; (AB) transactions between or among the Issuer Company and a its Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purposeSubsidiaries; (2C) Permitted Investments and Restricted Payments that are permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition provisions of “Permitted Investments” (other than clause (11) of such definition)this Indenture; (3D) (A) the payment of managementloans or advances to officers, consulting, monitoring, transaction, advisory directors and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses employees of the Investors, Company or any Restricted Subsidiary made in each case, approved by, or pursuant to arrangements approved by, a majority the ordinary course of business and consistent with past practices of the members of the Board of the IssuerCompany and its Restricted Subsidiaries in an aggregate amount not to exceed $500,000 outstanding at any one time; (4E) indemnities of officers, directors and employees of the Company or any Restricted Subsidiary permitted by bylaw or statutory provisions; (F) the payment of reasonable and customary regular fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) directors of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer Company or any of its Restricted Subsidiaries who are not employees of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (Company or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafterSubsidiary; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date;and (8) G) the Transactions and redemption or repurchase of or the payment of all fees principal, premium and expenses related to interest on the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) whichCompany's 6% Convertible Subordinated Notes due 2003, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)Caledonia.

Limitation on Transactions with Affiliates. (a) The Issuer shall Parent Guarantor will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, enter into, renew or extend any payment totransaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or sell, lease, transfer or otherwise dispose the rendering of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the Issuer Parent Guarantor or any Restricted Subsidiary (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: (1i) such the Affiliate Transaction is on terms, taken as a whole, terms that are not materially less favorable to the Issuer Parent Guarantor or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer Parent Guarantor or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Parent Guarantor or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entiretySubsidiary; and (2ii) the Issuer Parent Guarantor delivers to the Trustee Trustee: (1) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of U.S.$5.0 million (or the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA Dollar Equivalent thereof), a Board Resolution or an approval by the audit committee of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and Parent Guarantor set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors, or by a majority of the members of the audit committee, as applicable; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of U.S.$10.0 million (or the Dollar Equivalent thereof), in addition to the Board Resolution required in clause (1) above. (b) of this Section 4.1(e)(ii), an opinion as to the fairness to the Parent Guarantor or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an internationally recognized accounting, appraisal or investment banking firm. The foregoing provisions shall limitation does not limit, and will not apply to the followingto: (1i) the payment of reasonable fees, compensation, benefits or indemnity to officers, employees and directors of the Parent Guarantor or any of its Restricted Subsidiaries; (Aii) transactions between or among the Parent Guarantor, the Issuer and a any Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purposeSubsidiaries; (2iii) any Restricted Payments Payment permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition4.1(b); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9iv) transactions with customers, clients, suppliers, vendorsdistributors, contractorsgenerators, joint venture partners transporters or purchasers or sellers of goods or services that are Affiliatesservices, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated partybusiness; (10v) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) loans and advances to officers, directors and employees of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (Guarantor or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice;in an aggregate principal amount not exceeding U.S.$2.0 million at any time; and (17vi) the provision any issuance of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired bysecurities, or merged intoother payments, awards or grants in cash, securities or otherwise pursuant to, or the Issuer funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or a Restricted Subsidiary similar employee benefits plans and/or indemnity provided on behalf of officers, directors and not entered into in contemplation employees of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer Parent Guarantor or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as its subsidiaries approved by the Board of Directors in an aggregate amount not to exceed U.S.$1.5 million (or the senior management Dollar Equivalent thereof) during any fiscal year, calculated at the time of the Issuer such award or any Parent Entity grant and without giving effect to subsequent changes in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)value.

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly, conduct any payment tobusiness or enter into, renew, amend or sellconduct any transaction or series of related transactions (including the purchase, leasesale, transfer lease or otherwise dispose exchange of any assets or the rendering of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, service) with or for the benefit of, of any Affiliate of the Issuer their respective Affiliates (each of the foregoingeach, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: (1) such Affiliate Transaction is on termsTransaction, taken as a whole, that is on terms which are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the relevant Restricted Subsidiary case may be, than those that would have been obtained be available in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; andan unaffiliated third party; (2) the Issuer delivers to the Trustee with respect to any if such Affiliate Transaction or series of related Affiliate Transactions involving involves aggregate payments or other consideration having a Fair Market Value in excess of the greater of (x) $50.0 million 10.0 million, such Affiliate Transaction is in writing and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the disinterested members of the Board of Directors of the Issuer approving Company shall have approved such Affiliate Transaction and set forth in an Officer’s Certificate certifying determined that such Affiliate Transaction complies with clause (1) above.the foregoing provisions, or, in the event that there are no disinterested directors, the Trustee has received a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction are fair, from a financial point of view, to the Company or the Restricted Subsidiary involved in such Affiliate Transaction, as the case may be; and (b3) The foregoing provisions if such Affiliate Transaction or series of related Affiliate Transactions involves aggregate payments or other consideration having a Fair Market Value in excess of $20.0 million, such Affiliate Transaction is in writing and the Trustee has received a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction are fair, from a financial point of view, to the Company or the Restricted Subsidiary involved in such Affiliate Transaction, as the case may be. Notwithstanding the foregoing, the restrictions set forth in this Section 4.13 shall not apply to the followingto: (1) (A) transactions between with or among the Issuer Company and a any Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes (so long as no Person (other than a Restricted Subsidiary as a result Subsidiary) that is an Affiliate of the Company has any direct or indirect interest in such transaction and Restricted Subsidiary); (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purposeRestricted Payment permitted to be made pursuant to Section 4.09; (2C) Restricted Payments permitted by Section 10.10 (any reasonable and customary issuance of securities, or other than payments, awards or grants in cash, securities or otherwise, pursuant to Sections 10.10(b)(11)(B) employment arrangements, or 10.10(b)(13)(F)) any stock options and stock ownership plans for the definition benefit of “Permitted Investments” (other than clause (11) employees, officers and directors, consultants and advisors approved by the Board of such definition)Directors of the Company; (3) (AD) the payment of management, consulting, monitoring, transaction, advisory and other customary directors’ fees, indemnities indemnification and expenses to the Investors (plus any unpaid managementsimilar arrangements, consulting, monitoring, transaction, advisory and other consulting fees, indemnities employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and expenses accrued incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary entered into in any prior yearthe ordinary course of business (including customary benefits thereunder) and payments under any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuerpermitted by applicable law; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6E) any agreement or arrangement as transactions undertaken pursuant to any contractual obligations in effect or contemplated in the good faith determination of the Issuer as of existence on the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as obligations are in effect on the Issue Date)Date or as thereafter amended, restated or amended and restated in any manner not materially adverse to the Holders of Notes; (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9F) transactions with customersdistributors, clients, suppliers, vendors, contractors, joint venture partners suppliers or other purchasers or sellers of goods or services that are Affiliatesservices, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated partySection 4.09; (10G) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of issue and sale by the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any Company of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable lawQualified Capital Stock; (11H) payments any transaction with an Affiliate where the only consideration paid by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer Company or any Restricted Subsidiary owns any Equity Interest in, or controls, such Personis Qualified Capital Stock; (15I) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate pledge of Capital Stock of Unrestricted Subsidiaries to support the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faithIndebtedness thereof; (16J) intellectual property licenses customary shareholders’ and registration rights agreements among the Company or any Subsidiary thereof and the shareholders thereof; and (K) commercial transactions entered into in the ordinary course of business or consistent with past practice; (17) any joint venture to which the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer Company or any Restricted Subsidiary and any is a party (so long as no Person (other Person than a Restricted Subsidiary) that would constitute is an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer Company has any direct or any Parent Entity; provided, however, that indirect interest in such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related theretoventure).

Limitation on Transactions with Affiliates. (a) The Issuer shall will not, and shall the Issuer will not permit any of its Restricted Subsidiaries Subsidiary to, make directly or indirectly enter into any Transaction (including without limitation making any payment to, or sellselling, leaseleasing, transfer transferring or otherwise dispose disposing of any of its properties or assets to, or purchase purchasing any property or assets from, or enter entering into or make making or amend amending any transaction, contract, agreement, understanding, loan, advance or guarantee Transaction) with, or for the benefit of, any Affiliate of the Issuer their Affiliates involving aggregate consideration in excess of $1.0 million (each of the foregoingeach, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: (1i) such Affiliate Transaction is on termsterms that are no less favorable to the Issuer or the relevant Subsidiary than those that would have been obtained in a comparable arm’s-length Transaction by the Issuer 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 $20.0 million, the terms of such Transaction shall have been approved by a majority of the members of the Board of Directors of the Issuer and by a majority of the Disinterested Members (or, if there is only one Disinterested Member, such Disinterested Member), if any, and the Issuer delivers to the Trustee a resolution adopted by such majority or majorities, as the case may be, of the Board of Directors of the Issuer approving such Affiliate Transaction and resolving that such Affiliate Transaction complies with Section 4.10(a)(i). (b) Section 4.10(a) shall not limit, and shall not apply to; (i) Transactions between or among the Issuer and/or the Restricted Subsidiaries; (ii) Permitted Investments and Restricted Payments that are permitted by Section 4.8; (iii) any issuance or sale of Equity Interests (other than Disqualified Stock) of the Issuer; (iv) Transactions pursuant to agreements or arrangements in effect on the Issue Date, or any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuer and the Restricted Subsidiaries than the agreement or arrangement in existence on the Issue Date (as determined in good faith by the Board of Directors of the Issuer); (v) loans or advances to employees, officers or directors of the Issuer or any Restricted Subsidiary in an aggregate amount not in excess of $5.0 million at any one time outstanding; (vi) payment of reasonable and customary fees and expenses to, and reasonable and customary indemnification arrangements and similar arrangements and payments on behalf of, directors of the Issuer or any Subsidiary of the Issuer; (vii) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Issuer or any Restricted Subsidiary with officers and employees of the Issuer or any Subsidiary thereof and the payment of compensation to officers and employees of the Issuer or any Subsidiary thereof (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), so long as such agreement or payment has been approved by a majority of the Disinterested Members (or, if there is only one Disinterested Member, such Disinterested Member); (viii) Transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Issuer and its Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture; provided that in the reasonable determination of the members of the Board of Directors or senior management of the Issuer, such Transactions are on terms that are not materially no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction Transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; andPerson; (2ix) the Issuer delivers to the Trustee with respect to any Affiliate Transaction sale or series other issuance of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of Equity Interests (xother than Disqualified Stock) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Periodto, or receipt of a resolution adopted by capital contribution from, an Affiliate (or a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity Person that becomes a Restricted Subsidiary as a result of such transaction and (Ban Affiliate) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4x) direct or indirect sales of equipment, supplies, products and services by the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, Issuer or any permitted transferee) of the Issuer, Restricted Subsidiaries to any Restricted Subsidiary direct or indirect joint venture of the Issuer or any Parent Entityone of the Restricted Subsidiaries at or above Cost; (5xi) transactions Transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, Subsidiary delivers to the Trustee a letter from an Independent Financial Advisor independent financial advisor stating that such transaction Transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, view; and (xii) Transactions pursuant to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement Master Frac Services Agreement, as in effect or contemplated described in the good faith determination of the Issuer as of the Issue Date, Offering Memorandum under “Certain Relationships and Related Party Transactions,” or any amendment amendment, modification or supplement thereto (or replacement thereof so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer agreement, as so amended, modified, supplemented or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on termsreplaced, taken as a whole, that are is not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) adverse to the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) Holders of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)Notes.

Limitation on Transactions with Affiliates. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary 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 into, make, amend, renew or make or amend extend any transaction, contract, agreement, understanding, loan, advance or guarantee Guarantee with, or for the benefit of, any Affiliate of the Issuer their Affiliates (each of the foregoingeach, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: (1) such Affiliate Transaction is on termsterms that are not less favorable, taken as a whole, that are not materially less favorable in any material respect to the Issuer Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Issuer Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entiretyPerson; and (2) the Issuer Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period2.5 million, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and Resolution set forth in an Officer’s Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with clause (1a)(1) aboveabove and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the Disinterested Members. (b) The foregoing provisions shall following items will be deemed not apply to be Affiliate Transactions and, therefore, will not be subject to the following:provisions of Section 4.05(a): (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Company and/or any of its Restricted Subsidiaries or, in any case, any (or an entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purposetransaction); (2) (a) Restricted Payments that are permitted by Section 10.10 this Indenture and (other than pursuant to Sections 10.10(b)(11)(Bb) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor independent accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view or stating that meets the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basisrequirements of clause (1) of Section 4.05(a); (64) payments or loans (or cancellation of loans, advances or guarantees) or advances to employees or consultants or guarantees in respect thereof for bona fide business purposes in the ordinary course of business; (5) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue DateDate as thereafter amended, supplemented or any amendment thereto replaced (so long as any such amendment is not more disadvantageous to the Holders of the Notes in any material respect in than the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable original agreement as in effect on the Issue Date)) or any transaction or payments contemplated thereby; (76) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9a) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners suppliers or purchasers or sellers of goods or services that are Affiliatesservices, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture Indenture, which are fair to the Issuer Company and its Restricted Subsidiaries, Subsidiaries in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer Directors or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable termsCompany, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (as determined by b) transactions with Unrestricted Subsidiaries in the Issuer in good faithordinary course of business; (7) the sale or issuance of Equity Interests (other than Disqualified Stock) of the Company; (8) any contribution to the capital of the Company (other than Disqualified Stock); (189) an agreement between any transaction with a Person and (other than an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19Unrestricted Subsidiary) transactions between the Issuer or any Restricted Subsidiary and any other Person that which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; provided that no Affiliate of the Company or any of its Subsidiaries other than the Company or a Restricted Subsidiary shall have a beneficial interest or otherwise participate in such Person; (10) transactions between the Company or any of its Restricted Subsidiaries and any Person, a director of such other Person which is also a director of the Issuer or any Parent EntityCompany; provided, however, that such director abstains from voting as a director of the Issuer Company or such Parent Entitydirect or indirect parent of the Company, as the case may be, on any matter including involving such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (2211) pledges of Equity Interests of Unrestricted Subsidiaries; and; (2312) payments to transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, so long as such transaction is with all holders of such class (and fromthere are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (13) the existence of, and transactions withor the performance by the Company or any of its Restricted Subsidiaries of their obligations under the terms of, any joint ventures customary registration rights agreement to which they are a party or become a party in the future; (14) any employment agreements entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and the payment of reasonable and customary fees and reimbursements paid to, and customary indemnity and similar arrangements provided on behalf of, officers, directors, employees or consistent consultants of the Company or any Restricted Subsidiary or (to the extent relating to the business of the Company and its Subsidiaries) any other direct or indirect parent of the Company; (15) any transaction effected as part of a Qualified Receivables Financing permitted hereunder; (16) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company or of a Restricted Subsidiary of the Company, as appropriate, in good faith; and (17) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by the Company or any of its Restricted Subsidiaries with past practice current, former or future officers and employees of the Company or any of its Restricted Subsidiaries and the payment of compensation to officers and employees of the Company or any of its Restricted Subsidiaries (includingincluding amounts paid pursuant to employee benefit plans, without limitationemployee stock option or similar plans), any cash management activities related thereto)in each case in the ordinary course of business.

Limitation on Transactions with Affiliates. (a) The Issuer shall Garden State will not, and shall will not permit any of its Restricted Subsidiaries to, make directly or indirectly, enter into or permit to exist any payment totransaction (or series of related transactions) (each a "Transaction") with any Affiliate of Garden State or any Unrestricted Subsidiary of Garden State, including, without limitation, any sale, purchase, lease or sell, leaseloan or any other direct or indirect payment, transfer or otherwise dispose other disposition of any of its properties or assets toassets, or purchase any property or assets fromservices, unless (a) such Transaction is on terms no less favorable to Garden State or enter into or make or amend such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm's-length transaction with an independent third party (the "Fairness Condition") and (b) prior to effecting such Transaction, Garden State shall deliver to the Trustee (i) with respect to any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) Transaction involving aggregate payments or consideration in excess of $1.0 million, an officers' certificate certifying that a majority of the greater disinterested members of the Board of Directors of Garden State has approved such Transaction and has determined that the terms of such Transaction satisfy the Fairness Condition and (ii) in addition, with respect to any Transaction involving (x) aggregate consideration in excess of $25.0 1.0 million and in which there are no disinterested directors or (y) 5.0% aggregate consideration in excess of Consolidated EBITDA $10.0 million, a written opinion from a nationally recognized investment banking firm stating that the terms of such Transaction satisfy the Issuer for the Applicable Measurement Period, unless: (1) such Affiliate Transaction is on terms, taken as a whole, that Fairness Condition or are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer Garden State or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entirety; and view. Clause (2b)(ii)(y) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period, a resolution adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (A) transactions between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result purchases of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Issuer or any Parent Entity; (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; (6) any agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date); (7) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it (or any Parent Entity) is a party in connection with the Merger and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries (or such Parent Entity) 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 (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (9) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case newsprint in the ordinary course of business by Garden State and its Restricted Subsidiaries from Affiliates of Garden State or of its Restricted Subsidiaries. Notwithstanding the foregoing, this provision will not apply to (A) any Transaction between Garden State and a Restricted Subsidiary of Garden State, or between Restricted Subsidiaries of Garden State (PROVIDED that are consistent with past practice in the case of any Restricted Subsidiary that is not a Wholly Owned Subsidiary, no affiliate of Garden State is a direct or indirect investor in such Subsidiary other than through Garden State), and otherwise any transaction, in compliance with the terms ordinary course of this Indenture which are fair to the Issuer business, between Garden State and its Restricted Subsidiaries, in on the reasonable determination one hand, and Denver Newspapers or its wholly owned Subsidiaries (as long as Denver Newspapers is a Subsidiary of ANI), on the Board of the Issuer or the senior management thereofother hand, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; the making of Permitted Investments, (11C) payments by the Issuer or any making of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or Payments in respect of other investment banking activities, including, without limitation, in connection accordance with acquisitions or divestitures which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable termsSection 4.10, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17D) the provision making of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied Permitted Intercompany Payments. In connection with this covenant; (19) transactions between the Issuer or , any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because determination regarding whether a director is "disinterested" will be made on the basis of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that whether such director abstains from voting as has, among other things, a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiaries; and (23) payments to and from, and transactions with, any joint ventures entered into personal stake in the ordinary course of business or consistent with past practice (including, without limitation, transactions requiring any cash management activities related thereto)such determination to be made.

Limitation on Transactions with Affiliates. (a) The Stage I Issuer shall will not, and shall will not permit any of its the Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transactiontransaction or series of related transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Stage I Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 5.0% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period), unless: (1i) such Affiliate Transaction is on termsterms that, taken as a whole, that are not materially less favorable to the Stage I Issuer or the relevant Restricted Subsidiary than those that would could reasonably have been obtained in a comparable arm’s-length transaction by the Stage I Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view and when such transaction is taken in its entiretyunaffiliated party; and (2ii) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $5,000,000, the greater of (x) $50.0 million and (y) 10.0% of Consolidated EBITDA of Stage I Issuer delivers to the Issuer for the Applicable Measurement Period, Stage I Trustee a resolution adopted in good faith by a the majority of the Board of Directors of the Stage I Issuer approving such Affiliate Transaction and set forth in an Officer’s Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1i) above.; and (biii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20,000,000, the Stage I Issuer must obtain and deliver to the Stage I Trustee a written opinion of a nationally recognized investment banking, accounting or appraisal firm (an “Independent Financial Advisor”) stating that the transaction is fair to the Stage I Issuer or such Restricted Subsidiary, as the case may be, from a financial point of view. The foregoing provisions limitation does not limit, and shall not apply to the followingto: (1) (A) transactions between or among Restricted Payments that are permitted by the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms provisions of this Indenture and effected for a bona fide business purposepursuant to Section 4.7 or Permitted Investments; (2) Restricted Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11)(B) or 10.10(b)(13)(F)) and the definition of “Permitted Investments” (other than clause (11) of such definition); (3) (A) the payment of management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses to the Investors (plus any unpaid management, consulting, monitoring, transaction, advisory and other fees, indemnities and expenses accrued in any prior year) and any termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event), and (B) the payment of indemnification and other similar amounts to the Investors and reimbursement of expenses of the Investors, in each case, approved by, or pursuant to arrangements approved by, a majority of the members of the Board of the Issuer; (4) the payment of reasonable and customary fees and indemnities to members of the Board of Directors of the Stage I Issuer or a Restricted Subsidiary; (3) the payment (and any agreement, plan or arrangement relating thereto) of reasonable and customary compensation paid toand other benefits (including retirement, health, option, deferred compensation and other benefit plans) and indemnities to officers and reimbursements and employment and severance arrangements provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted Subsidiary of the Stage I Issuer or any Parent EntityRestricted Subsidiary; (4) transactions between or among the Stage I Issuer and/or the Restricted Subsidiaries; (5) transactions the issuance of Capital Interests (other than Redeemable Capital Interests) of the Stage I Issuer otherwise permitted hereunder and the granting of registration and other customary rights in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s length basisconnection therewith; (6) any agreement or arrangement as in effect on June 18, 2013 and any amendment, extension or contemplated in modification thereto so long as such amendment, extension or modification is not more disadvantageous to the good faith determination Holders of the Stage I Notes in any material respect; (7) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Stage I Issuer as or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of the Issue Datesuch acquisition or merger, or any amendment thereto (so long as any such amendment amendment, extension or modification is not more disadvantageous to the Holders of the Stage I Notes in any material respect in the good faith judgment of the Board of the Issuer or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date)respect; (78) transactions in which the Stage I Issuer delivers to the Stage I Trustee a written opinion from an Independent Financial Advisor to the effect that the transaction is fair, from a financial point of view, to the Stage I Issuer and any relevant Restricted Subsidiaries; (9) any contribution of capital to the Stage I Issuer; (10) the existence of, or the performance by the Stage I Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related theretoagreement) to which it (or any Parent Entity) is a party in connection with the Merger as of June 18, 2013 and any similar agreements which it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by the Stage I Issuer or any of its Restricted Subsidiaries (or such Parent Entity) of obligations under under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date June 18, 2013 shall only be permitted by this clause (710) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect in the good faith judgment of the Board of the Issuer or the senior management thereof to the Holders when taken as a whole as compared to the applicable original agreement as in effect on the Issue DateJune 18, 2013; (8) the Transactions and the payment of all fees and expenses related to the Transactions, including Transaction Expenses; (911) transactions with customers, clients, suppliers, vendors, contractors, joint venture partners suppliers or purchasers or sellers of goods or services that are Affiliatesdo not directly or indirectly, own Capital Interests in the Stage I Issuer and in which the Stage I Issuer does not, directly or indirectly, own Capital Interests, in each case case, in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture and which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (10) the issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals as required by applicable law; (11) payments by the Issuer or any of its Restricted Subsidiaries to any of the Investors 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 which payments are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (12) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) (including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management of the Issuer in good faith; (A) investments by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans; (14) transactions with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest in, or controls, such Person; (15) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee and any Affiliate of the Issuer, as lessor, which is approved by the Board of the Issuer or the senior management of the Issuer in good faith; (16) intellectual property licenses entered into in the ordinary course of business or consistent with past practice; (17) the provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries (as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time from in a comparable arm’s-length transaction with an unaffiliated party (as determined by the Issuer in good faith); (18) an agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger complied with this covenant; (19) transactions between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person; (20) Co-Investment Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith; (21) sales of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization Indebtedness or Permitted Funding Indebtedness; (22) pledges of Equity Interests of Unrestricted Subsidiariesparty; and (2312) payments the Transactions and the payment of all fees and expenses related to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice (including, without limitation, any cash management activities related thereto)Transactions.