Common use of Limitation on Transactions with Affiliates Clause in Contracts

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction or series of related transactions (includingtransactions, without limitationcontract, the purchaseagreement, saleloan, lease advance or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate of its Affiliates the Company (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 2.0 million, other thanunless: (1i) such Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions Transaction is on terms that are not materially less favorable to the Company or the relevant Subsidiary than those that would could reasonably have reasonably been expected obtained in a comparable arm’s length transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of by the Company or such Restricted Subsidiary. All Subsidiary with an unaffiliated party; and (ii) with respect to any Affiliate Transactions (and each Transaction or series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value consideration in excess of $50.0 million shall be approved 5.0 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company or approving such Restricted Subsidiary, as the case may be, such approval Affiliate Transaction; and (iii) with respect to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an involving aggregate Fair Market Value consideration in excess of more than $150.0 15.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior must obtain and deliver to the consummation thereofTrustee a written opinion of a nationally recognized investment banking, obtain a favorable opinion as to accounting or appraisal firm (an “Independent Financial Advisor”) stating that the fairness of such transaction or series of related transactions is fair to the Company or the relevant such Restricted Subsidiary, as the case may be, from a financial point of view. The foregoing limitation does not limit, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements Restricted Payments that are permitted by the provisions of the Company or any Restricted Subsidiary (including amounts paid this Indenture pursuant to employee benefit plans, employee stock options or similar plansSection 4.7 and Permitted Investments permitted under this Indenture; (2) consistent with past practice or approved by a majority the payment of the disinterested reasonable and customary fees and indemnities to members of the Board of Directors (of the Company or a committee comprised of disinterested Restricted Subsidiary who are outside directors); (23) the payment of reasonable fees and customary compensation paid toand other benefits (including retirement, indemnity provided on behalf ofhealth, option, deferred compensation and expenses reimbursed to, officers, directors, employees, consultants or agents other benefit plans) and indemnities to officers and employees of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company thereof in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such and/or its Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments the issuance of Capital Interests (other than clauses (1Redeemable Capital Interests) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by of the IndentureCompany; (6) transactions pursuant to any contract agreement or agreement arrangement as in effect on the Issue Date, as amended, modified Date (other than the Management Agreement) and any amendment or replaced from time to time modification thereto so long as the amended, modified such amendment or replacements, taken as a whole, are no less favorable modification is not more disadvantageous to the Company and its Restricted Subsidiaries than those holders of the Notes in effect on the Issue Dateany material respect; (7) transactions approved by the entering into majority of a customary agreement providing registration rights Disinterested Directors in which the Company delivers to the direct or indirect shareholders 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 Company and the performance of such agreementsany relevant Restricted Subsidiaries; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of existence of, or the Company to any Person or any transaction with an Affiliate where the only consideration paid performance by the Company or any of its Restricted Subsidiary Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is Capital Stock (other than Disqualified Capital Stock) a party as of the Issue Date and any similar agreements that it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any contribution of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (8) to the common equity capital extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the holders of the Notes in any material respect as determined in good faith by the Board of Directors of the Company; (9) pledges the transactions described in the Offering Memorandum and the payment of Capital Stock of Unrestricted Subsidiariesall fees and expenses in connection therewith; (10) sales any contribution of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transactioncapital to the Company; (11) transactions permitted by, and complying with, Section 5.1; (A12) transactions with any joint venture; provided that all the outstanding ownership interests of such joint venture are owned only by the Company, its Restricted Subsidiaries and Persons that are not Affiliates of the Company; (13) transactions with Affiliates solely in their capacity as holders of Debt or Capital Interests of the Company or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (14) the entering into of any tax sharing, allocation or similar agreement and any payments by the Company (or any other direct or indirect parent of the Company) or any of the Restricted Subsidiaries pursuant to any tax sharing, allocation or similar agreement; provided that the amount of such payments for any fiscal year shall not exceed the amount of taxes that the Company and its Restricted Subsidiaries would be required to pay with respect to such fiscal year on a separate stand-alone basis; (15) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenturecase, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into and on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair no less favorable to the Company or its such Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parentSubsidiary, as the case may be, on any matter involving such other Person; (13) transactions as determined in good faith by the Company, than those that could be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation payment to the Permitted Holders and maintenance any of their Affiliates of annual management, consulting, monitoring and advisory fees pursuant to the Management Agreement in an aggregate amount not to exceed $5.0 million per year, and reasonable related expenses; (17) transactions effected as part of a Qualified Receivables Transaction; and (18) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged or consolidated group with or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of into the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indentureor a Restricted Subsidiary, as such agreement may be amended, modified, supplemented, extended or renewed from time to time; provided that the Board of Directors determines in good faith that the formation and maintenance such agreement was not entered into contemplation of such group acquisition, merger or subgroup consolidation, and so long as any such amendment, modification, supplement, extension or renewal, when taken as a whole, is in not more disadvantageous to the best interests holders of the Company and will not result Notes in any material respect, than the Company and applicable agreement as in effect on the Restricted Subsidiaries paying taxes in excess date of the tax liability that would have been payable by them on a stand-alone basissuch acquisition, merger or consolidation.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million), other thanunless: (1) the terms of such Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that Transaction are not materially less favorable to the Company or such Restricted Subsidiary than those that would have reasonably been expected could be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All ; (2) in the event that such Affiliate Transactions (and each series Transaction involves aggregate payments, or transfers of related Affiliate Transactions which are similar property or part of a common plan) involving aggregate payments or other property services with a Fair Market Value Value, in excess of $50.0 million shall 5 million, the terms of such Affiliate Transaction will be approved by a majority of the members of the Board of Directors of the Company or such Restricted Subsidiary(including a majority of the disinterested members thereof), as the case may be, such approval to be evidenced by a Board Resolution Resolution, delivered to the Trustee, stating that such the Board of Directors has determined that such transaction complies with the foregoing preceding provisions. If ; and (3) in the Company or any Restricted Subsidiary enters into an event that such Affiliate Transaction (involves aggregate payments, or series transfers of related Affiliate Transactions related to property or services with a common plan) on or after the Issue Date that involves an aggregate Fair Market Value Value, in excess of more than $150.0 15 million, the Company or such Restricted Subsidiary, as the case may be, shallSubsidiary will, prior to the consummation thereof, obtain a favorable opinion as and deliver to the fairness of Trustee an opinion from an Independent Financial Advisor that such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may beAffiliate Transaction is either fair, from a financial point of view, to the Company and its Restricted Subsidiaries or is on terms not materially less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Independent Financial Advisor and file Affiliate of the same with the TrusteeCompany or such Restricted Subsidiary. (b) The restrictions set forth in Section 4.14(aParagraph (a) shall above will not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent Affiliate Transactions with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary (other than a Receivables Subsidiary) or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the IndentureSubsidiaries (other than a Receivables Subsidiary); (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereofreasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including, without limitation, retirement, health, stock option and other benefit plans), indemnification agreements or transactions involving Permitted Liensarrangements, and compensation, employment and severance agreements or arrangements, in each case permitted approved by the IndentureBoard of Directors or senior management of the Company; (63) transactions pursuant to any contract or agreement effected as part of a Qualified Receivables Transaction that are customary in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Dateconnection therewith; (74) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital StockA) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any a Restricted Subsidiary is Qualified Capital Stock of the Company or (other than Disqualified B) the issuance or sale of any Qualified Capital Stock) or any contribution to the common equity capital Stock of the Company; (95) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating Affiliate Transactions undertaken pursuant to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of any contractual obligations or rights in existence on the IndentureIssue Date, (B) transactions with joint ventures and any amendment or Unrestricted Subsidiaries entered into supplement thereto that, taken in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practiceits entirety, in each of clauses (A), (B) and (C) that are fair is not materially less favorable to the Company or its a Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parentSubsidiary, as the case may be, than such contractual obligation or right as in effect on any matter involving such other Personthe Issue Date; (136) Permitted Investments and any Restricted Payments made in compliance with Section 3.9; and (7) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company, directly Company or indirectly, a Restricted Subsidiary owns Capital Stock an equity interest in, or otherwise controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees ; provided that no Affiliate of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of than the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth or a Restricted Subsidiary has a beneficial interest in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisPerson.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or the rendering of services) with any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company (other than the Company or such a Restricted Subsidiary. All Affiliate Transactions ) unless (and each 1)such transaction or 133 series of related Affiliate Transactions which transactions is on terms that taken as a whole are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would be available in a comparable transaction in arm's-length dealings with a Person that was not such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If an Affiliate, and (2) the Company or delivers to the Trustee (a) with respect to any Restricted Subsidiary enters into an Affiliate Transaction (transaction or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an transactions involving aggregate Fair Market Value payments in excess of more than $150.0 1.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of an Officers' Certificate certifying that such transaction or series of related transactions complies with clause(1) above and (b)with respect to the Company any transaction or the relevant Restricted Subsidiaryseries of related transactions involving aggregate payments in excess of $5.0 million, as the case may be, from a financial point an Officers' Certificate certifying that such transaction or series of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or related transactions has been approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company and approved by a majority of the Independent Directors or, in good faith; the event there is only one Independent Director, by such Independent Director, and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate, and (4c) with respect to any transaction or series of related transactions exclusively between involving aggregate payments in excess of $15.0 million, an opinion issued by an investment banking firm or appraiser or accounting firm of national standing as to the fairness to the Company or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, this covenant will not apply to (i) any transaction entered into by or among the Company and any or one of its Restricted Subsidiary Subsidiaries with one or exclusively between or among such more Restricted Subsidiaries; provided that such transactions are (ii)any Restricted Payment or Permitted Payment not otherwise prohibited by Section 10.12 hereof; (iii) the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant payment of reasonable and customary regular fees to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to directors of the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders who are not employees of the Company and the performance of such agreements; or its Subsidiaries; (8) the issuance of Capital Stock (other than Disqualified Capital Stockiv) of the Company to any Person or any transaction with an Affiliate where employee, officer or member of the only consideration paid by Board of Directors of the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indentureinvolving compensation, indemnity or employee benefit arrangements; (Bv) transactions with joint ventures loans or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice advances made to directors, officers or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.134

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, sale, exchange or lease or exchange of any property Property or the rendering of any serviceservices) with, or for the benefit of, any Affiliate of its Affiliates the Company (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million), other thanunless: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions such transaction or series of related transactions is on terms that are not materially no less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of to the Company or such Restricted Subsidiary, as the case may be, such approval to than would be evidenced by available in a Board Resolution stating that such Board of Directors has determined that such comparable transaction complies in arm’s-length dealings with the foregoing provisions. If an unrelated third party; and (2) the Company or delivers to the Trustee: (i) with respect to any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an involving aggregate Fair Market Value consideration in excess of more $1.0 million but no greater than $150.0 10.0 million, the Company an Officers’ Certificate certifying that such Affiliate Transaction or such Restricted Subsidiary, as the case may be, shall, prior series of Affiliate Transactions complies with this Section 4.11; and (ii) with respect to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction any Affiliate Transaction or series of related transactions to Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an Officers’ Certificate certifying that such Affiliate Transaction or series of Affiliate Transactions complies with this Section 4.11 and that such Affiliate Transaction or series of Affiliate Transactions has been approved by a majority of the Company or Disinterested Directors of the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the TrusteeCompany. (b) The restrictions set forth in following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.14(a) shall not apply to:4.11(a): (1) employmentloans or advances to officers, consulting, service, severance, termination directors and compensation arrangements and agreements employees of the Company or any Restricted Subsidiary (including amounts paid pursuant made in the ordinary course of business in an aggregate amount not to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors)exceed $500,000 outstanding at any one time; (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, indemnities of officers, directors, employees, consultants or employees and other agents of the Company or any Restricted Subsidiary as determined in good faith permitted by the Company’s Board of Directors corporate charter or senior managementother organizational document, bylaw or statutory provisions; (3) payments or loans (or cancellation the payment of loans) reasonable and customary fees and expenses to officers, directors, employees or consultants that are approved by a majority of the Board of Directors directors of the Company in good faithor any of its Restricted Subsidiaries who are not employees of the Company or any Affiliate; (4) the Company’s employee compensation and other benefit arrangements; (5) transactions exclusively between or among the Company and any of the Restricted Subsidiary Subsidiaries or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the this Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture;; and (6) transactions any Restricted Payment permitted to be paid pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis4.07.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution Resolution, which shall be delivered to the Trustee, stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the this Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the this Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the this Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the this Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate of its Affiliates the Company or any Restricted Subsidiary of the Company (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million), other thanunless: (1) the Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions Transaction is on terms that are not materially no less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as Subsidiary than those that would have been obtained in a comparable transaction by the case may be, from a financial point of view, from Company or such Restricted Subsidiary with an Independent Financial Advisor and file unrelated Person; and (2) the same with Company delivers to the Trustee.: (bA) The restrictions with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $2.5 million (other than an Ordinary Course Affiliate Transaction), a Board Resolution set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination an Officer’s Certificate certifying that such Affiliate Transaction complies with this covenant and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors)the Company; (2B) reasonable fees and compensation paid towith respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million (other than an Ordinary Course Affiliate Transaction), indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of an opinion as to the fairness to the Company or any such Restricted Subsidiary as determined in good faith of such Affiliate Transaction from a financial point of view issued by the Company’s Board an accounting, appraisal or investment banking firm of Directors or senior management;national standing; and (3C) payments with respect to any Ordinary Course Affiliate Transaction or loans (or cancellation series of loans) to officersrelated Ordinary Course Affiliate Transactions involving aggregate consideration in excess of $10.0 million, directors, employees or consultants a Board Resolution set forth in an Officer’s Certificate certifying that are such Ordinary Course Affiliate Transaction complies with this covenant and that such Ordinary Course Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in good faiththe ordinary course of business and payments pursuant thereto; (42) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions and/or the Guarantors; (3) [reserved]; (4) payment of reasonable directors’ fees to Persons who are not otherwise prohibited by Affiliates of the IndentureCompany or its Restricted Subsidiaries; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by Payments that do not violate the Indentureprovisions of this Indenture described under Section 5.07 hereof; (6) transactions pursuant loans or advances to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case employees in the ordinary course of business business, and otherwise in compliance with the terms of the Indentureapplicable law, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into not to exceed $1.0 million in the ordinary course of business and consistent with past practice or industry norm or aggregate at any one time outstanding; and (C7) any management services agreement as in effect on the Original Issue Date or support any amendments, renewals or extensions of any such agreement entered into on terms consistent with past practice(so long as such amendments, in each of clauses (A), (B) and (C) that renewals or extensions are fair not less favorable to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisHolders).

Limitation on Transactions with Affiliates. (a) The Company will notEnter into any transaction, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the any purchase, sale, lease or exchange of any property or Property, the rendering of any serviceservice or the payment of any management, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower or any Subsidiary Guarantor) with, or for the benefit of, any of its Affiliates unless such transaction is (each, an “Affiliate Transaction”a) involving aggregate payment or consideration in excess of $25.0 million, other than: (1) Affiliate Transactions otherwise permitted under Section 4.14(b); and this Agreement, (2b) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate the ordinary course of business of the Company Borrower or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval and (c) upon fair and reasonable terms no less favorable to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company Borrower or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, than it would obtain in a favorable opinion as to the fairness of such comparable arm's length transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is not an Affiliate Affiliate. Notwithstanding the foregoing, so long as no Default or Event of the Company solely because the CompanyDefault shall be in existence, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16i) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company Borrower and its Subsidiaries may pay to the Sponsor and its Control Investment Affiliates fees and expenses pursuant to a management agreement approved by the board of directors of the Borrower in an aggregate amount not to exceed the lesser of (a) 1.0% of Consolidated EBITDA for the purposes period in respect of circumventing any covenants set forth in which such fees are to be paid or (b) the amount permitted to be paid under the terms of the Senior Subordinated Note Indenture; provided that and (ii) the Board of Directors determines Borrower may pay transaction fees to the Sponsor or any affiliates thereof in good faith that connection with the formation and maintenance of such group Acquisition or subgroup is any other Permitted Acquisitions made by a Loan Party in the best interests an amount not to exceed 1% of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess total transaction value of the tax liability that would have been payable by them on a stand-alone basisAcquisition or such other Permitted Acquisitions, as applicable.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other than: than (1x) Affiliate Transactions permitted under Section 4.14(b); and paragraph (2b) below and (y) Affiliate Transactions on terms that are not materially no less favorable than those that would might reasonably have reasonably been expected obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. . (b) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $50.0 million 1,000,000 shall be approved by a majority of the disinterested members of the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value fair market value of more than $150.0 million5,000,000, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (bc) The restrictions set forth in Section 4.14(aparagraph (a) shall not apply to: , (1i) employment, consulting, service, severance, termination reasonable fees and compensation arrangements paid to and agreements indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s 's Board of Directors or senior management; ; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4ii) transactions exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiary Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries; , provided that such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Indenture; Issue Date or any amendment thereto or any transaction contemplated thereby (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions including pursuant to any contract amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) ; and (Civ) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions Payments permitted by, and complying with by Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis4.10.

Limitation on Transactions with Affiliates. (a) The Company Holdings will not, and will not permit any Restricted Subsidiary to, directly sell, lease or indirectlyotherwise transfer any property or assets to, enter into or permit purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except: (i) (A) transactions among Holdings, the Company or any Subsidiary permitted under the terms of this Indenture and (B) transactions or series of related transactions involving aggregate payments or consideration, when taken together, of less than $1,000,000; (ii) a transaction (other than any Asset Sale or any Restricted Payment) on terms substantially as favorable to exist any Holdings or such Subsidiary as would be obtainable by Holdings or such Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate; provided that, if the such transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) involving involves aggregate payment or consideration in excess of (i) $25.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable 1,000,000 such transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million transactions shall be approved by a Board Resolution and a resolution certified by an authorized officer of AMC to have been duly adopted by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval AMC and to be evidenced by a Board Resolution stating that in full force and effect on the date of such Board certification, and (ii) (A) $15,000,000, with respect to any transaction outside the ordinary course of Directors has determined that such transaction complies business with the foregoing provisions. If the Company AMC or any Restricted Subsidiary enters into an Affiliate Transaction subsidiary of AMC other than the Centertainment Group Entities, or (or series of related Affiliate Transactions related to a common planB) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million75,000,000 otherwise, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion shall be given as to the fairness to Holdings or such Subsidiary of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved issued by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors)nationally recognized investment bank; (2iii) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management[reserved]; (3iv) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faithUK Holdco Intercompany Loan; (4v) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the IndenturePermitted Transactions; (5vi) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case payments in the ordinary course of business by Holdings and otherwise the Subsidiaries pursuant to tax sharing agreements among Holdings and the Subsidiaries and their applicable respective Parent Entities on customary terms to the extent attributable to the ownership or operation by AMC of Holdings and the Subsidiaries, to the extent payments are permitted by Section 4.06; (vii) transactions contemplated by, and permitted under, the Intercompany Agreements; (viii) [reserved]; (ix) Restricted Payments (excluding, for the avoidance of doubt, Permitted Investments) permitted under Section 4.06 or Investments made pursuant to clauses (m) and (q) of the definition of “Permitted Investments”; (x) [reserved]; (xi) [reserved]; (xii) Affiliate repurchases of Indebtedness under the Term Loan Obligations (to the extent permitted under agreements governing the Term Loan Obligations) or the Notes, and the holding of such Indebtedness and the payments and other related transactions in compliance with respect thereof; (xiii) Permitted Existing Debt Purchases and any dividend, distribution, loan or advance made or deemed made pursuant to the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated partyBuyback Letter; (12xiv) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other PersonExisting Second Lien Notes Repurchases; (13xv) [reserved]; (xvi) loans, advances and other transactions with a Person that is between or among Holdings or any Subsidiary, on the one hand, and any Joint Venture (regardless of the form of legal entity), on the other, in which Holdings or any Subsidiary has invested (and which Joint Venture would not be an Affiliate of Holdings or any Subsidiary but for Holdings’ or such Subsidiaries’ ownership of Equity Interests in such Joint Venture) to the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person;extent otherwise permitted; and (14xvii) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis[reserved].

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other than: than (1x) Affiliate Transactions permitted under Section 4.14(b); and paragraph (2b) below and (y) Affiliate Transactions on terms that are not materially no less favorable than those that would might reasonably have reasonably been expected obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $50.0 million 1,000,000 shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value fair market value of more than $150.0 million5,000,000, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(aclause (a) shall not apply to: to (1i) employment, consulting, service, severance, termination reasonable fees and compensation arrangements paid to and agreements indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary (including customary provisions contained in employment agreements with executive officers of the Company) as determined in good faith by the Company’s 's Board of Directors or senior management; ; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4ii) transactions exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiary Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries; , provided that such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Indenture; Issue Date or any amendment thereto or any transaction contemplated thereby (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions including pursuant to any contract amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (iv) Restricted Payments permitted by Section 5.3; (v) the payments by the Company under that certain lease of its Richmond, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to California facility between the Company and its Restricted Subsidiaries than those in effect ▇. ▇. ▇▇▇▇▇▇▇▇ Co. dated as of December 1, 1995, as amended on the Issue Date; December 13, 1995; and (7vi) the entering into of a customary payments by the Company under that certain residential lease rental agreement providing registration rights to the direct or indirect shareholders of and deposit receipt between the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as the case may beguardian of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, on any matter involving such other Person; (dated as of December 13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis1995.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into or permit suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with any Affiliate of the rendering Company (other than a Wholly Owned Subsidiary of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”Company) involving aggregate payment or consideration in excess of $25.0 5.0 million, other than: unless: (1i) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions such transaction or series of transactions is on terms that are not materially no less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of to the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to than would be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with available at the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness time of such transaction or series of related transactions in a comparable transaction in an arm’s-length dealing with an unaffiliated third party; (ii) such transaction or series of transactions is in the best interests of the Company; and (iii) with respect to a transaction or series of transactions involving aggregate payments equal to or greater than $50.0 million, a majority of disinterested members of the Company Board of Directors determines that such transaction or the relevant Restricted Subsidiaryseries of transactions complies with clauses (i) and (ii) above, as the case may be, from evidenced by a financial point of view, from an Independent Financial Advisor and file the same with the TrusteeBoard Resolution. (b) The restrictions set forth in Section 4.14(a) shall not apply toNotwithstanding the foregoing limitation, the Company and its Subsidiaries may enter into or suffer to exist the following: (1i) employmentany transaction pursuant to any contract in existence on the Issue Date; (ii) any Restricted Payment permitted to be made pursuant to the provisions of Section 4.06; (iii) any transaction or series of transactions between the Company and one or more of its Subsidiaries or between two or more of its Subsidiaries (provided that no more than 5% of the equity interest in any such Subsidiary is owned, consultingdirectly or indirectly (other than by direct or indirect ownership of an equity interest in the Company), service, severance, termination and compensation arrangements and agreements by any Affiliate of the Company or any Restricted Subsidiary other than a Subsidiary); (iv) the payment of compensation (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority for the personal services of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices;Subsidiaries; and (15) transactions permitted by, and complying with Section 5.01; or (16v) the formation existence of, or the performance by the Company or any of its Subsidiaries of its obligations under the terms of, any agreements that are described in the Offering Circular under the headings “Management” and maintenance “Certain Relationships and Related Party Transactions” listed on Annex 4.07 hereto and any amendments thereto; provided, however, that the existence of, or the performance by the Company or any of its Subsidiaries of its obligations under, any future amendment to such agreements shall only be permitted by this clause (v) to the extent that the terms of any consolidated group or subgroup for taxsuch amendment, accounting or cash pooling or management purposes in taken as a whole, are not more disadvantageous to the ordinary course of business or other transactions undertaken for the purpose holders of the consolidated tax efficiency of Securities in any material respect than the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance terms of such group or subgroup is agreements in effect on the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisIssue Date.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate, other than the Company or a Restricted Subsidiary (each of its Affiliates (eachthe foregoing transactions, an “Affiliate Transaction”), unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (b) the Company delivers to the Trustee: (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payment or consideration in excess of $25.0 million2,500,000, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved determination by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by set forth in a Board Resolution stating and an Officers’ Certificate certifying that each such Board of Directors has determined that such transaction Affiliate Transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an clause (a) above and that each such Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or has been approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors);the Company; and (2ii) reasonable fees and compensation paid towith respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,000, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of an opinion as to the fairness to the Company or any such Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board financial terms of Directors such Affiliate Transaction or series of the Company in good faith; (4) transactions exclusively between related Affiliate Transactions from a financial point of view issued by an accounting, appraisal or among the Company and any Restricted Subsidiary investment banking firm of national standing. This Section 10.12 shall not limit, or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant be applicable to any contract or written agreement in effect on the Issue DateDate or any other agreement or arrangement described in the Offering Memorandum under the caption “Certain Relationships and Related Transactions” and, as amendedin each case, modified any amendments, extensions or replaced from time to time renewals of any such agreements, so long as the amendedany such amendment, modified extension or replacementsrenewal is not materially more disadvantageous, taken as a whole, are no less favorable to the Company and its or to any Restricted Subsidiaries Subsidiary than those the original agreement or arrangement in effect on the Issue Date;date of this Indenture. In addition, the following items shall not be deemed to be Affiliate Transactions: (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C1) any management services employment, service or support termination agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between by the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more in the ordinary course of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Personbusiness; (132) transactions between or among the Company and/or its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, Company owns Capital Stock in, or controls, such Person; (144) commissionreasonable and customary fees and compensation (including loans or advances) paid to, payrolland indemnity provided on behalf of, travel and similar advances to officers officers, directors and employees of the Company or any Restricted Subsidiary of its Restricted Subsidiaries made consistent with past practicesthe Company, as determined by the Board of Directors of the Company; (155) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance sales or issuances of any consolidated group Qualified Capital Stock to Affiliates or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency employees of the Company and its Subsidiaries and Subsidiaries; and (6) Restricted Payments that are not for prohibited by the purposes provisions of circumventing any covenants set forth in the Section 10.09 of this Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the sale, transfer, disposition, purchase, saleexchange or lease of assets, lease or exchange of any property or the rendering of any serviceservices) with, or for the benefit of, any of its Affiliates (eachother than Restricted Subsidiaries), an “Affiliate Transaction”except (a) involving aggregate payment or consideration in excess of $25.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of to the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, than those which could have been obtained in a comparable transaction at such approval time from Persons who are not Affiliates of the Company, (b) with respect to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related transactions involving aggregate payments or value equal to or greater than $5,000,000 the Company shall have delivered an Officer’s Certificate to the Trustee certifying that such transaction or transactions comply with the preceding clause (a), (c) with respect to a common plan) on transaction or after the Issue Date that involves an series of related transactions involving aggregate Fair Market Value of more payments or value equal to or greater than $150.0 million20,000,000, such transaction or transactions shall have been approved by a majority of the Disinterested Members of the Board of Directors of the Company, and (d) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $50,000,000, the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, shall, prior shall also have received a written opinion from an Independent Qualified Party to the consummation thereof, obtain a favorable opinion as to the fairness of effect that such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may beis fair, from a financial point of viewstandpoint, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any its Restricted Subsidiary Subsidiaries or exclusively between or among such Restricted Subsidiaries; provided that such transactions are is not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those could reasonably be expected to be obtained at the time in an arm’s length transaction with a non-Affiliate. Notwithstanding the foregoing, the restrictions set forth in this Section 10.11 shall not apply to (i) transactions with or among the Company and the Restricted Subsidiaries, (ii) customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary entered into in the ordinary course of business, (iii) any dividends, payments or investments made in compliance with Section 10.09, (iv) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business, (v) the incurrence of intercompany Indebtedness which constitutes Indebtedness permitted to be incurred under Section 10.08, (vi) transactions pursuant to agreements in effect on the Issue Date; , (7vii) the entering into any sale, conveyance or other transfer of assets customarily transferred in a customary agreement providing registration rights Securitization Transaction to the direct or indirect shareholders of the Company and the performance of such agreements; a Special Purpose Vehicle, (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (Aviii) transactions with customers, clients, suppliers suppliers, joint venture partners, joint ventures, including their members or partners, or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business business, including pursuant to joint venture agreements, and otherwise in compliance with the terms of the Indenturethis Indenture which are, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business aggregate (taking into account all the costs and consistent benefits associated with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (Asuch transactions), (B) and (C) that are fair materially no less favorable to the Company or its the applicable Restricted Subsidiaries Subsidiary than those that would have been obtained in a comparable transaction by the Company or that Restricted Subsidiary with an unrelated person or entity, in the good faith determination of the Company’s Board of Directors or its senior management, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; , and (12ix) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock described in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, clauses (vii) and complying with Section 5.01; or (16x) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency final paragraph of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisSection 10.09.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any of its Affiliates Affiliate (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million), other thanunless: (1) the Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions Transaction is on terms that are not materially no less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as Subsidiary than those that would have been obtained in a comparable transaction by the case may be, from a financial point of view, from Company or such Restricted Subsidiary with an Independent Financial Advisor and file unrelated Person; and (2) the same with Company delivers to the Trustee.: (ba) The restrictions with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, a resolution of the Board of Directors of the Managing General Partner set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination 4.11 and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors);Directors; and (2b) reasonable fees and compensation paid towith respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, indemnity provided on behalf ofa written opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, and expenses reimbursed toappraisal or investment banking firm of national standing. The following items will not be deemed to be Affiliate Transactions and, officerstherefore, directors, employees, consultants or agents will not be subject to the provisions of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board prior paragraph of Directors or senior management;this Section 4.11: (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) any employment equity award, equity option or (2) thereof) equity appreciation agreement or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries plan entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between by the Company or any of its Restricted Subsidiaries and in the ordinary course of business; (2) transactions between or among any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Personand its Restricted Subsidiaries; (133) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, Company owns Capital Stock in, or controls, an Equity Interest in such Person; (144) commissiontransactions permitted by the terms of (a) the Partnership Agreement with respect to accounting, payrolltreasury, travel information technology, insurance and similar advances other corporate services, general overhead and other administrative matters and (b) any other agreements with Inergy Holdings and its Subsidiaries that are identified in Annex C to officers this Indenture, in each case as such agreements are in effect on the date of this Indenture, and any amendment or replacement of any of such agreements so long as such amendment or replacement agreement is no less advantageous to the Company in any material respect than the agreement so amended or replaced; (5) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company, a Restricted Subsidiary of the Company or any the Managing General Partner, including reimbursement or advancement of its Restricted Subsidiaries made consistent with past practicesout-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (156) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company; (7) Restricted Payments that are permitted by Section 4.07; and (8) transactions permitted byeffected in accordance with the terms of the leases with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and his Affiliates that are identified in Annex D to this Indenture, in each case as such leases are in effect on the date of this Indenture, and complying with Section 5.01; or (16) the formation and maintenance any amendment or extension of any consolidated group of such leases so long as such amendment or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of extension agreement is no less advantageous to the Company and its Subsidiaries and not for in any material respect than the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group lease so amended or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisextended.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other thanunless: (1) the terms of such Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that Transaction are not materially no less favorable than those that would have could reasonably been be expected to be obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Company Company; (2) in the event that such Affiliate Transaction involves aggregate payments, or such Restricted Subsidiary. All Affiliate Transactions (and each series transfers of related Affiliate Transactions which are similar property or part of a common plan) involving aggregate payments or other property services with a Fair Market Value in excess of $50.0 million 2.0 million, the terms of such Affiliate Transaction shall be approved by a majority of the members of the Board of Directors of the Company or such Restricted Subsidiary(including a majority of the disinterested members thereof), as the case may be, such approval to be evidenced by a Board Resolution stating that such the Board of Directors has determined that such transaction complies with the foregoing preceding provisions. If ; and (3) in the Company or any Restricted Subsidiary enters into an event that such Affiliate Transaction (involves aggregate payments, or series transfers of related Affiliate Transactions related to property or services with a common plan) on or after the Issue Date that involves an aggregate Fair Market Value Value, in excess of more than $150.0 5.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions Affiliate Transaction to the Company or and the relevant Restricted Subsidiary, as the case may be, Subsidiary (if any) from a financial point of view, view from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a3.16(a) above shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of transactions with or among the Company or and any Wholly Owned Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice between or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors)among Wholly Owned Restricted Subsidiaries; (2) reasonable fees and compensation paid to, and any indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s 's Board of Directors or senior managementDirectors; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) any transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions undertaken pursuant to any contract contractual obligations or agreement rights in existence on the Issue Date as in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date;; and (74) the entering into of a customary agreement providing registration rights to the direct any Restricted Payments made in cash or indirect shareholders any payments made with Capital Stock of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;Section 3.10. (12c) transactions between the Company Notwithstanding Section 3.16(b) above, payments pursuant to consulting or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also similar arrangements with a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent shall not exceed an aggregate of $250,000 per annum for any such director unless such payment (i) complies with past practices; (15) transactions permitted bySection 3.16(a)(1), and complying (ii) has been approved by an Independent Director. Not later than the date of entering into any Affiliate Transaction, the Company shall deliver to the Trustee an Officers' Certificate certifying that such Affiliate Transaction complies with Section 5.01; or (163.16(a)(1) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisabove.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, amend or permit to exist conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property property, the guaranteeing of any Indebtedness or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of its their respective Affiliates (each, each an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million), other than: (1) than Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions that are on terms that that, taken as a whole, are not materially fair and reasonable to the Company or the applicable Restricted Subsidiary and are no less favorable to the Company or the applicable Restricted Subsidiary than those that would might reasonably have reasonably been expected obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Any Affiliate Transactions Transaction (and each series of related Affiliate Transactions which are similar or part of a common plan) involving that involves aggregate payments or other property with a Fair Market Value in excess of $50.0 25.0 million shall be approved by a majority of the disinterested members of the Board of Directors of the Company or such Restricted Subsidiary, as the case may beCompany, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to which are part of a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 10.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as deliver an Officer’s Certificate to the fairness of Trustee certifying that such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same complies with the Trustee. (b) foregoing provision. The restrictions set forth in Section 4.14(a) the second paragraph of this covenant shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, and indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, employees or consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority disinterested members of the Board of Directors of the Company in good faithor such Restricted Subsidiary, as the case may be; (42) transactions exclusively between or among the Company and any of its Restricted Subsidiary Subsidiaries or exclusively between or among such Restricted Subsidiaries; provided provided, however, that such transactions are not otherwise prohibited by this Supplemental Indenture; (3) any Investment or other Restricted Payments permitted by this Supplemental Indenture; (4) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the Indenturefunding of, employment or severance arrangements, stock options and stock ownership, phantom stock or other incentive compensation plans approved by the Board of Directors of the Company; (5) (a) loans or advances to officers, directors or employees in the ordinary course of business in accordance with the past practices of the Company or its Restricted PaymentsSubsidiaries, Permitted Investments but in any event not to exceed $5.0 million in the aggregate outstanding at any one time; and (other than clauses (1b) advances to or (2) thereof) reimbursements of officers, directors or transactions involving Permitted Liensemployees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in each case permitted by the Indentureordinary course of business; (6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company to, or the receipt by the Company of any capital contribution from, the holders of its Capital Stock; (7) transactions pursuant to any contract and arrangements in effect, or agreement effected in effect accordance with agreements or arrangements in effect, on the Issue Date, as amendedincluding any modifications, modified extensions or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to renewals thereof that do not adversely affect the Company and its Restricted Subsidiaries than those Subsidiaries, considered as a single enterprise in any material respect as compared to the kinds of transactions, arrangements or agreements in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the CompanyCompany owns, directly or indirectlythrough a Subsidiary, owns Capital Stock an equity interest in, or controls, such Person; (149) commissiontransactions with any joint venture or similar entity, payrollwhich joint venture or similar entity is an Affiliate of the Company solely because an Affiliate of the Company is a general partner in such joint venture or similar entity; provided that Affiliates (all such Affiliates taken together) of the Company (other than the Company and its Restricted Subsidiaries) do not in the aggregate beneficially own or hold, travel and directly or indirectly, 10% or more of any class of voting interests in such joint venture or similar advances to officers and employees of entity; (10) (a) guarantees by the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes performance of obligations of Unrestricted Subsidiaries in the ordinary course of business business, except for guarantees of Indebtedness in respect of borrowed money, and (b) pledges by the Company or any Restricted Subsidiary of Capital Stock in Unrestricted Subsidiaries for the benefit of lenders or other transactions undertaken for creditors of Unrestricted Subsidiaries; and (11) any transaction in which the purpose Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of the consolidated tax efficiency first paragraph of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisthis covenant.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, consummate or permit suffer to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million, other thanexcept for: (1i) Affiliate Transactions permitted under Section 4.14(b)that, together with all related Affiliate Transactions, have an aggregate value of not more than $1,000,000; and provided, that (2a) Affiliate Transactions such transactions are conducted in good faith and on terms that are not materially no less favorable to the Company or the relevant Restricted Subsidiary than those that would have reasonably been expected obtained in a comparable transaction at such time by the Company or such Restricted Subsidiary on an arm’sarm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Subsidiary and (b) the Company shall have delivered to the Trustee an Officers' Certificate certifying to such effect; (ii) Affiliate Transactions (and each series of that, together with all related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted SubsidiaryTransactions, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves have an aggregate Fair Market Value value of not more than $150.0 million5,000,000; provided, that (i) a majority of the Company or disinterested Managers determine that such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a transactions are conducted in good faith and on terms that are no less favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, Subsidiary than those that would have been obtained in a comparable transaction at such time by the Company or such Restricted Subsidiary on an arm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary and (ii) prior to entering into such transaction the Company shall have delivered to the Trustee an Officers' Certificate certifying to such effect; or (iii) Affiliate Transactions for which the Company delivers to the Trustee an opinion as to the case may be, fairness to the Company or such Restricted Subsidiary from a financial point of viewview issued by an accounting, from an Independent Financial Advisor and file appraisal or investment banking firm of national standing. Notwithstanding the same with foregoing, the Trustee.following shall be deemed not to be Affiliate Transactions: (a) Restricted Payments (other than payments permitted under clause (vi) of the second paragraph of Section 4.7 hereof) permitted by Section 4.7 hereof; (b) The restrictions set forth the Management Agreements and the Member Agreement, in Section 4.14(a) shall not apply to:each case, as in effect on the Issue Date, without giving effect to any amendment, supplement or modification thereof, and payment of the Management Fees thereunder; (1c) employment, consulting, service, severance, termination and compensation arrangements and agreements the non-exclusive licensing of any service mark or other trademarks of the Company to an Affiliate or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors);Affiliates ▇▇ ▇he Company; and (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4d) transactions exclusively between or among the Company and any Restricted Wholly Owned Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into make any payment to or permit to exist sell, lease, transfer or otherwise dispose of any transaction of the Company’s or series of related transactions (includingtheir properties or assets to, without limitation, the purchase, sale, lease or exchange of purchase any property or the rendering of assets from, or enter into any service) contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (including any Unrestricted Subsidiary) (each of its Affiliates (eachthe foregoing, an “Affiliate Transaction”) involving aggregate payment consideration in excess of $5.0 million, unless: (1) such Affiliate Transaction is on terms that are not materially less favorable, taken as a whole, to the Company or consideration such Restricted Subsidiary than those that could have been obtained in a comparable transaction at the time by the Company or such Restricted Subsidiary with an unrelated Person; provided that such transaction shall be deemed to be at least as favorable as the terms that could have been obtained in a comparable transaction with an unrelated Person if such transaction is approved by the disinterested members of the Company’s Board of Directors or any duly constituted committee thereof; and (2) if such Affiliate Transaction involves aggregate payments in excess of $25.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on the terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or have been approved by a majority of the disinterested members of the Board of Directors of the Company. (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a) hereof: (1) the entry into employment agreements and the adoption of compensation or a committee comprised benefit plans for the benefit of, or payment of disinterested compensation to, directors, officers, consultants or employees of the Company and its Restricted Subsidiaries (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees including, without limitation, salaries, fees, bonuses, reimbursement of expenses, customary indemnities (including under customary insurance policies), equity and incentive arrangements and payments and employee benefit and pension expenses); (2) the payment of reasonable fees or expenses and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, the provision of indemnification or similar arrangements for current or former officers, directors, employees, agents or consultants of the Company or agents any of its Restricted Subsidiaries pursuant to charter, bylaw, statutory or contractual provisions; (3) transactions between or among the Company and/or any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction) or between or among Restricted Subsidiaries; (4) Restricted Payments not prohibited by Section 4.07 hereof and Permitted Investments (other than pursuant to clauses (3), (4), (10) and (15) of the definition thereof); (5) any transactions between or among the Company or any Restricted Subsidiary as determined in good faith and any Affiliate of the Company, the Equity Interests of which Affiliate are owned solely by the Company’s Board of Directors Company or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority one of the Board of Directors Restricted Subsidiaries, on the one hand, and by Persons who are not Affiliates of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by , on the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenturehand; (6) transactions pursuant to payments made or performance under any contract agreements or agreement arrangements in effect on the Issue Datedate of this Indenture or described or incorporated by reference in the Offering Memorandum and any modifications, as amended, modified extensions or replaced from time to time so long as the amended, modified or replacements, taken as a whole, renewals thereof that are no less favorable to the Company and its or the applicable Restricted Subsidiaries Subsidiary in any material respect than those such agreement as in effect on the Issue Datedate of this Indenture; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction so long as they comply with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables AssetsSection 4.11(a)(1), or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers lessors, landlords, suppliers, contractors, or purchasers or sellers of goods good or services, or transactions otherwise relating to the purchase or sale of goods or servicesservices that are Affiliates, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture; (8) issuances or sales of Equity Interests to Affiliates of the IndentureCompany or its Restricted Subsidiaries not otherwise prohibited by this Indenture and the granting of registration and other customary rights in connection therewith; (9) any issuance or sale of Equity Interests (other than Disqualified Stock) of the Company to any director, officer, employee or consultant of the Company or its Restricted Subsidiaries or any other Affiliates of the Company; (B10) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, deliver to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of this Section 4.11; (11) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated partybusiness; (12) transactions between loans or advances to employees or consultants in the ordinary course of business of the Company or any of its Restricted Subsidiaries Subsidiary, but in any event not to exceed $5.0 million in the aggregate outstanding at any one time; (13) transactions between or among the Company or any Restricted Subsidiary and any Person that which is an Affiliate solely because one or more a director of its directors such Person is also a director of the Company or any direct or indirect parent of the Company; provided provided, however, that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (1314) transactions with a Person that is an Affiliate pursuant to or contemplated by and payments in connection with, and, in each case, in accordance with, the terms of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such PersonPartnership Parks Agreements; (1415) commission, payroll, travel transactions pursuant to or contemplated by and similar advances to officers and employees payments in connection with the HWP Obligations; (16) any purchases by the Company’s Affiliates of Indebtedness or Disqualified Stock of the Company or any of its the Restricted Subsidiaries made consistent with past practices;the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Company’s Affiliates; provided that such purchases by the Company’s Affiliates are on the same terms as such purchases by such Persons who are not the Company’s Affiliates; and (1517) transactions permitted by, and complying with Section 5.01; or (16i) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes investments by Affiliates in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency securities of the Company or any of the Restricted Subsidiaries (and its Subsidiaries payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Company or such Restricted Subsidiary generally to other non-affiliated third party investors on the same or more favorable terms and not for the purposes (ii) payments to Affiliates in respect of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests securities of the Company and will not result or any of the Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from Persons other than the Company and the Restricted Subsidiaries paying taxes Subsidiaries, in excess each case, in accordance with the terms of the tax liability that would have been payable by them on a stand-alone basissuch securities.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit suffer to exist any transaction or series of related transactions (including, without limitation, including the purchase, sale, lease transfer, assignment, lease, conveyance or exchange of any property or the rendering of any service) with, or for the benefit of, any of its the Company's Affiliates (each, an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other thanunless: (1) the terms of such Affiliate Transactions permitted under Section 4.14(b); andTransaction are: (2i) Affiliate Transactions on terms that are not materially set forth in writing and (ii) no less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm's-length transaction with a Person that is not one of the Company's Affiliates or, if there is no such approval comparable transaction, on terms that are fair and reasonable to be evidenced by a Board Resolution stating that the Company or such Restricted Subsidiary, (2) if such Affiliate Transaction involves aggregate payments or value in excess of $25 million, the Company's Board of Directors has determined approves such Affiliate Transaction and, in its good faith judgment, believes that such transaction Affiliate Transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an clause (1)(ii) of this Section 3.10(a), and (3) if such Affiliate Transaction (involves aggregate payments or series value in excess of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 100 million, the Company shall obtain a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company or the applicable Restricted Subsidiary, as the case may be. (b) Notwithstanding the preceding limitation, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such following shall not be Affiliate Transactions: (1) any transaction or series of related transactions to between the Company and one or the relevant Restricted Subsidiary, as the case may be, from a financial point more of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements its Subsidiaries or between two or more of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors)its Subsidiaries; (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company any Restricted Payment permitted to be made pursuant to Section 3.07 or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior managementPermitted Investment; (3) payments any employment agreement or loans (other employee compensation plan or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries arrangement entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between by the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more in the ordinary course of its directors is also a director of the Company or any direct or indirect parent business; (4) indemnities of the Company; provided that such director abstains from voting as a director 's or any of the Company its Restricted Subsidiaries' officers, directors and employees permitted by bylaw or such direct or indirect parent, as the case may be, on any matter involving such other Personstatutory provisions; (135) transactions with a Person that is an the payment of reasonable and customary regular fees to the Company's or any of its Restricted Subsidiaries' directors; and (6) Affiliate Transactions and arrangements in effect on the Initial Issue Date of the Company solely because the CompanySecurities, directly including any modifications, extensions or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of renewals thereof that do not adversely affect the Company or any of its Restricted Subsidiaries made consistent with past practices;Subsidiaries. (15c) transactions permitted by, This Section 3.10 shall be of no force or effect from and complying with Section 5.01; or (16) after the formation time the Securities are first rated at least Baa3 by Moody's and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable at least BBB- by them on a stand-alone basisStandard & Poor's.

Limitation on Transactions with Affiliates. (a) The Except as otherwise permitted by this Indenture, neither the Company will notnor any of its Restricted Subsidiaries shall make any Investment, and will not permit any Restricted Subsidiary loan, advance, guaranty or capital contribution to, directly or indirectlyfor the benefit of, or sell, lease or otherwise transfer or 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 permit to exist amend any transaction contract, agreement or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) understanding with, or for the benefit of, any Affiliate of the Company or any of its Affiliates Restricted Subsidiaries, unless (each, an “Affiliate Transaction”i) involving aggregate payment such transaction or consideration series of transactions is in excess the best interests of $25.0 million, other than: the 51 57 Company or such Restricted Subsidiary based on all relevant facts and circumstances; (1ii) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions such transaction or series of transactions is fair to the Company or such Restricted Subsidiary and on terms that are not materially no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would could have reasonably been expected obtained in a comparable transaction at such time on an arm’s-arms' length basis from a Person that is not an Affiliate of the Company or such any of its Restricted Subsidiary. All Affiliate Transactions Subsidiaries; and (and each series of related Affiliate Transactions which are similar or part of a common planiii) involving aggregate payments or other property (a) with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related respect to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions involving aggregate payments in excess of $2,500,000, the Board of Directors and a majority of the Disinterested Directors shall approve such transaction or series of transactions by a Board Resolution evidencing their determination that such transaction or series of transactions complies with clauses (i) and (ii) above, and (b) with respect to a transaction or series of transactions involving aggregate payments equal to or greater than $10,000,000, the Company receives a written opinion from a nationally recognized investment bank or valuation firm or, with respect to a transaction requiring the valuation of real property, a nationally recognized real estate appraisal firm, that such transaction or series of transactions is fair to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) . The restrictions set forth in Section 4.14(a) foregoing limitation shall not apply to: : (1i) employment, consulting, service, severance, termination and compensation arrangements and agreements any payment of the Company money or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid securities by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; Company pursuant to employment agreements or arrangements and employee benefit plans, including reimbursement or advancement of out-of-pocket expenses and directors' and officers' liability insurance; (9ii) pledges of Capital Stock of Unrestricted Subsidiaries; reasonable and customary payments and other benefits (10including indemnification) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating PROVIDED to directors for service on the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between of the Company or any of its Restricted Subsidiaries and reimbursement of expenses related thereto; or (iii) transactions between the Company and any Person that is an Affiliate solely because Restricted Subsidiary of the Company, or between one or more of its directors is also a director Restricted Subsidiary of the Company or any direct or indirect parent and another Restricted Subsidiary of the Company; provided , PROVIDED that not more than 20% of such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on Restricted Subsidiary is owned by any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) other than the formation and maintenance of any consolidated group Company or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose a Wholly-Owned Subsidiary of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisCompany).

Limitation on Transactions with Affiliates. (a) The Company will Issuer shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million), other than: than (1x) Affiliate Transactions permitted under Section 4.14(b); and 4.08(b) and (2y) Affiliate Transactions on terms that are not materially no less favorable than those that would might reasonably have reasonably been expected obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company Issuer or such Restricted Subsidiary. All ; provided that (i) if any such Affiliate Transactions Transaction (and each or a series of related Affiliate Transactions which are similar or part of a common plan) involving involves aggregate payments or other property with a Fair Market Value fair market value in excess of $50.0 million shall be approved by 10.0 million, the Board of Directors of the Company Issuer or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating shall file with the Trustee an Officers’ Certificate certifying that such Board of Directors has determined that such transaction Affiliate Transaction complies with the foregoing provisions. If the Company or this Section 4.08 and (ii) if any Restricted Subsidiary enters into an such Affiliate Transaction (or a series of related Affiliate Transactions related to which are similar or part of a common plan) on involves aggregate payments or after the Issue Date that involves an aggregate Fair Market Value other property with a fair market value in excess of more than $150.0 35.0 million, the Company Issuer or such Restricted Subsidiary, as the case may be, shall, prior to shall file with the consummation thereof, obtain Trustee a favorable opinion as to Board Resolution of the fairness Board of Directors of the Issuer or such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination 4.08 and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors (of the Issuer or a committee comprised of disinterested directors);such Restricted Subsidiary, as the case may be. (2b) The restrictions set forth in Section 4.08(a) shall not apply to: (1) reasonable fees and compensation paid to, to and indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, employees or consultants or agents of the Company Issuer or any Restricted Subsidiary of the Issuer as determined in good faith by the CompanyIssuer’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (42) transactions exclusively between or among the Company Issuer and any of its Restricted Subsidiary Subsidiaries or exclusively between or among such Restricted Subsidiaries; provided such transactions are not otherwise prohibited by this Indenture; (3) (A) any agreement or arrangement as in effect as of the Issue Date (or transactions pursuant thereto), (B) any other agreements or arrangements (or transactions pursuant thereto) as in effect on the Distribution Date (including the Spin-Off Documents) or pursuant to or in connection with the Spin-Off Documents (including the Transactions) or (C) any amendment, modification or supplement to the agreements referenced in clause (A) or (B) above or any replacement thereof, so long as the terms of such agreement or arrangement, as so amended, modified, supplemented or replaced, are not more disadvantageous to the Holders when taken as a whole in any material respect compared to the applicable agreements or arrangements as in effect on the Issue Date or as described in the Offering Circular, as applicable, as determined in good faith by the Issuer; (4) Restricted Payments or Permitted Investments permitted by this Indenture; (5) transactions between the Issuer or any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the this Indenture; (6) prior to the Spin-Off, (A) any cash management transactions pursuant to or related transactions between or among the Issuer or any contract or agreement in effect of its Restricted Subsidiaries, on the Issue Dateone hand, as amendedand Manitowoc ParentCo or any of its other Subsidiaries, modified on the other hand, (B) any cancellation of Indebtedness, intercompany accounts, balances, credits or replaced from time to time so long as debits between or among the amended, modified Issuer or replacements, taken as a whole, are no less favorable to the Company and any of its Restricted Subsidiaries than those in effect Subsidiaries, on the Issue Date;one hand, and Manitowoc ParentCo or any of its other Subsidiaries, on the other hand, and (C) any other transactions between or among the Issuer or any of its Restricted Subsidiaries, on the one hand, and Manitowoc ParentCo or any of its other Subsidiaries, on the other hand, in each case under this clause (C) in the ordinary course of business; and (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or servicesTransactions, in each case as disclosed in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted byOffering Circular, and complying with Section 5.01; or (16) the formation payment of all fees, expenses, bonuses and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisawards related thereto.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, sale, exchange or lease or exchange of any property Property or the rendering of any serviceservices) with, or for the benefit of, any Affiliate of its Affiliates the Company (other than the Company or a Wholly Owned Restricted Subsidiary) (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million), other thanunless: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions such transaction or series of related transactions is on terms that are not materially no less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of to the Company or such Restricted Subsidiary, as the case may be, such approval to than would be evidenced by available in a Board Resolution stating that such Board of Directors has determined that such comparable transaction complies in arm’s-length dealings with the foregoing provisions. If an unrelated third party; and (2) the Company or delivers to the Trustee: (a) with respect to any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an involving aggregate Fair Market Value consideration in excess of more $10,000,000 but no greater than $150.0 million25,000,000, the Company an Officers’ Certificate certifying that such Affiliate Transaction or such Restricted Subsidiary, as the case may be, shall, prior series of Affiliate Transactions complies with this Section 9.18; and (b) with respect to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction any Affiliate Transaction or series of related transactions to Affiliate Transactions involving aggregate consideration in excess of $25,000,000, an Officers’ Certificate certifying that such Affiliate Transaction or series of Affiliate Transactions complies with this Section 9.18 and that such Affiliate Transaction or series of Affiliate Transactions has been approved by a majority of the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point Disinterested Directors of view, from an Independent Financial Advisor and file the same with the Trustee▇▇▇▇▇▇▇▇. (b) The restrictions set forth in following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.14(a) shall not apply to:9.18(a): (1) employmentloans or advances to officers, consulting, service, severance, termination directors and compensation arrangements and agreements employees of the Company or any Restricted Subsidiary (including amounts paid pursuant made in the ordinary course of business in an aggregate amount not to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors)exceed $1,000,000 outstanding at any one time; (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, indemnities of officers, directors, employees, consultants or employees and other agents of the Company or any Restricted Subsidiary as determined in good faith permitted by the Company’s Board of Directors corporate charter or senior managementother organizational document, bylaw or statutory provisions; (3) payments or loans (or cancellation the payment of loans) reasonable and customary fees to officers, directors, employees or consultants that are approved by a majority of the Board of Directors directors of the Company in good faithor any of its Restricted Subsidiaries who are not employees of the Company or any Affiliate, (4) the Company’s employee compensation and other benefit arrangements; (45) transactions exclusively between or among the Company and any of the Restricted Subsidiary Subsidiaries or exclusively between or among such Restricted Subsidiaries; , provided that such transactions are not otherwise prohibited by the this Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture;; and (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution Payment permitted to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with be paid pursuant Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis9.10.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other thanunless: (1) the terms of such Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that Transaction are not materially no less favorable than those that would have could reasonably been be expected to be obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Company Company; (2) in the event that such Affiliate Transaction involves aggregate payments, or such Restricted Subsidiary. All Affiliate Transactions (and each series transfers of related Affiliate Transactions which are similar property or part of a common plan) involving aggregate payments or other property services with a Fair Market Value Value, in excess of $50.0 million 2 million, the terms of such Affiliate Transaction shall be approved by a majority of the members of the Board of Directors of the Company or such Restricted Subsidiary(including a majority of the disinterested members thereof), as the case may be, such approval to be evidenced by a Board Resolution stating that such the Board of Directors has determined that such transaction complies with the foregoing preceding provisions. If ; and (3) in the Company or any Restricted Subsidiary enters into an event that such Affiliate Transaction (involves aggregate payments, or series transfers of related Affiliate Transactions related to property or services with a common plan) on or after the Issue Date that involves an aggregate Fair Market Value Value, in excess of more than $150.0 10 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions Affiliate Transaction to the Company or and the relevant Restricted Subsidiary, as the case may be, Subsidiary (if any) from a financial point of view, view from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a3.17(a) above shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of transactions with or among the Company or and any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice between or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors)among Restricted Subsidiaries; (2) reasonable fees and compensation paid to, and any indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s 's Board of Directors or senior managementDirectors; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) any transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions undertaken pursuant to any contract contractual obligations or agreement rights in effect existence on the Issue Date, Date as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (74) the entering into of a customary agreement providing registration rights any Restricted Payments made in accordance with Section 3.10; (5) loans and advances to the direct or indirect shareholders officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the performance ordinary course of such agreementsbusiness and not exceeding $1 million outstanding at any one time; (6) any Qualified Receivables Transaction or any Investment in a Receivables Subsidiary permitted under the Indenture in connection with a Receivables Transaction; (7) transactions with Ri-Rent Europe B.V. and Canlift Co. Ltd. in connection with the ordinary operations of those businesses and which are not material to the Company and its Restricted Subsidiaries, taken as a whole; and (8) the issuance of Capital Stock of the Company (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction or series of related transactions (includingtransactions, without limitationcontract, the purchaseagreement, saleloan, lease advance or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate of its Affiliates the Company (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 2.0 million, other thanunless: (1i) such Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions Transaction is on terms that are not materially less favorable to the Company or the relevant Subsidiary than those that would could reasonably have reasonably been expected obtained in a comparable arm’s length transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of by the Company or such Restricted Subsidiary. All Subsidiary with an unaffiliated party; and (ii) with respect to any Affiliate Transactions (and each Transaction or series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value consideration in excess of $50.0 million shall be approved 5.0 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company or approving such Restricted Subsidiary, as the case may be, such approval Affiliate Transaction; and (iii) with respect to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an involving aggregate Fair Market Value consideration in excess of more than $150.0 15.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior must obtain and deliver to the consummation thereofTrustee a written opinion of a nationally recognized investment banking, obtain a favorable opinion as to accounting or appraisal firm (an “Independent Financial Advisor”) stating that the fairness of such transaction or series of related transactions is fair to the Company or the relevant such Restricted Subsidiary, as the case may be, from a financial point of view. The foregoing limitation does not limit, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements Restricted Payments that are permitted by the provisions of the Company or any Restricted Subsidiary (including amounts paid this Indenture pursuant to employee benefit plans, employee stock options or similar plansSection 4.7 and Permitted Investments permitted under this Indenture; (2) consistent with past practice or approved by a majority the payment of the disinterested reasonable and customary fees and indemnities to members of the Board of Directors (of the Company or a committee comprised of disinterested Restricted Subsidiary who are outside directors); (23) the payment of reasonable fees and customary compensation paid toand other benefits (including retirement, indemnity provided on behalf ofhealth, option, deferred compensation and expenses reimbursed to, officers, directors, employees, consultants or agents other benefit plans) and indemnities to officers and employees of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company thereof in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such and/or its Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments the issuance of Capital Interests (other than clauses (1Redeemable Capital Interests) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by of the IndentureCompany; (6) transactions pursuant to any contract agreement or agreement arrangement as in effect on the Issue Date, as amended, modified Date (other than the Management Agreement) and any amendment or replaced from time to time modification thereto so long as the amended, modified such amendment or replacements, taken as a whole, are no less favorable modification is not more disadvantageous to the Company and its Restricted Subsidiaries than those holders of the Notes in effect on the Issue Dateany material respect; (7) transactions approved by the entering into majority of a customary agreement providing registration rights Disinterested Directors or in which the Company delivers to the direct or indirect shareholders 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 Company and the performance of such agreementsany relevant Restricted Subsidiaries; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of existence of, or the Company to any Person or any transaction with an Affiliate where the only consideration paid performance by the Company or any of its Restricted Subsidiary Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is Capital Stock (other than Disqualified Capital Stock) a party as of the Issue Date and any similar agreements that it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any contribution of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (8) to the common equity capital extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the holders of the Notes in any material respect as determined in good faith by the Board of Directors of the Company; (9) pledges the Transactions and the payment of Capital Stock of Unrestricted Subsidiariesall fees and expenses in connection therewith; (10) sales any contribution of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transactioncapital to the Company; (11) transactions permitted by, and complying with, Section 5.1; (A12) transactions with any joint venture; provided that all the outstanding ownership interests of such joint venture are owned only by the Company, its Restricted Subsidiaries and Persons that are not Affiliates of the Company; (13) transactions with Affiliates solely in their capacity as holders of Debt or Capital Interests of the Company or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (14) the entering into of any tax sharing, allocation or similar agreement and any payments by the Company (or any other direct or indirect parent of the Company) or any of the Restricted Subsidiaries pursuant to any tax sharing, allocation or similar agreement; provided that the amount of such payments for any fiscal year shall not exceed the amount of taxes that the Company and its Restricted Subsidiaries would be required to pay with respect to such fiscal year on a separate stand-alone basis; (15) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenturecase, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into and on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair no less favorable to the Company or its such Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parentSubsidiary, as the case may be, on any matter involving such other Person; (13) transactions as determined in good faith by the Company, than those that could be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation payment to the Permitted Holders and maintenance any of their affiliates of annual management, consulting, monitoring and advisory fees pursuant to the Management Agreement in an aggregate amount not to exceed $5.0 million per year and reasonable related expenses; (17) transactions effected as part of a Qualified Receivables Transaction; and (18) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged or consolidated group with or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of into the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indentureor a Restricted Subsidiary, as such agreement may be amended, modified, supplemented, extended or renewed from time to time; provided that the Board of Directors determines such agreement was not entered into in good faith that the formation and maintenance contemplation of such group acquisition, merger or subgroup consolidation, and so long as any such amendment, modification, supplement, extension or renewal, when taken as a whole, is in not more disadvantageous to the best interests holders of the Company and will not result Notes in any material respect, than the Company and applicable agreement as in effect on the Restricted Subsidiaries paying taxes in excess date of the tax liability that would have been payable by them on a stand-alone basissuch acquisition, merger or consolidation.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any of its Affiliates Affiliate (each, an “Affiliate Transaction”), unless: (1) the Affiliate Transaction is on terms that, taken as a whole, are either not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person or are otherwise fair to the Company or such Restricted Subsidiary from a financial point of view; (2) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payment or consideration in excess of $25.0 50.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate resolution of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company General Partner or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating Holdco set forth in an Officers’ Certificate certifying that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions complies with the preceding clause (1) of this Section 4.11 and has been approved by a majority of the disinterested members of the Board of Directors of the General Partner or Holdco or otherwise approved in accordance with affiliate transaction procedures specified in the Partnership Agreement; and (3) with respect to any Affiliate Transaction or series of related to a common plan) on or after the Issue Date that involves an Affiliate Transactions involving aggregate Fair Market Value consideration in excess of more than $150.0 million, the Company or such Restricted Subsidiary, uses commercially reasonable efforts (as determined in good faith by the case may be, shall, prior Company) to deliver to the consummation thereof, obtain Trustee a favorable opinion as to the fairness of such transaction or series of or related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file Advisor. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the same with provisions of the Trustee. (b) The restrictions set forth in prior paragraph of this Section 4.14(a) shall not apply to4.11: (1) employmentany employment agreement or arrangement, consultingequity award, service, severance, termination and compensation arrangements and agreements of equity option or equity appreciation agreement or plan entered into by the Company or any of its Restricted Subsidiary (including amounts paid Subsidiaries in the ordinary course of business and any payments or awards pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors)thereto; (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants transactions between or agents among any of the Company or any and its Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior managementSubsidiaries; (3) payments or loans transactions with a Person (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority other than an Unrestricted Subsidiary of the Board of Directors Company) that is an Affiliate of the Company solely because the Company or any of its Restricted Subsidiaries owns an Equity Interest in good faithsuch Person; (4) transactions exclusively between permitted or among contemplated by the terms of (a) the Partnership Agreement with respect to accounting, treasury, information technology, insurance and other corporate services, general overhead and other administrative matters and expense reimbursements, including reimbursement of the General Partner for expenses allocable to the Company or otherwise incurred by the General Partner in connection with the operation of the Company’s business, (b) any other agreements in effect on the date of this Indenture, in each case as such agreements are in effect on the date of this Indenture, and any Restricted Subsidiary amendment or exclusively between replacement of any of such agreements so long as such amendment or among such Restricted Subsidiaries; provided that such transactions are replacement agreement is not otherwise prohibited by materially less favorable to the IndentureCompany than the agreement so amended or replaced; (5) customary compensation, indemnification and other benefits made available to officers, directors or employees of the Company, a Restricted PaymentsSubsidiary of the Company, Permitted Investments (other than clauses (1) the General Partner or (2) thereof) Holdco, including reimbursement or transactions involving Permitted Liens, in each case permitted by the Indentureadvancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (6) sales of Equity Interests (other than Disqualified Equity Interests) to Affiliates of the Company; (7) Restricted Payments or Permitted Investments that are permitted by Section 4.07; and (8) transactions pursuant to sale, purchase, service or lease agreements or contracts that are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts or agreements entered into by the Company or any contract of its Restricted Subsidiaries with unrelated third parties or agreement in effect otherwise on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no terms not materially less favorable to the Company and its Restricted Subsidiaries than those that would be available in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated unrelated third party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into into, renew or permit to exist extend any transaction or series of related transactions (including, without limitation, arrangement including the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with, or for service with any Affiliate of the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) Company involving aggregate payment payments or consideration in excess of $25.0 million20.0 million (a “Related Party Transaction”), other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on except upon fair and reasonable terms that are not materially no less favorable to the Company or the Restricted Subsidiary than those that would have reasonably been expected could be obtained in a comparable arm’s length transaction at such time on an arm’s-length basis from with a Person that is not an Affiliate of the Company Company. (b) In any Related Party Transaction or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Related Party Transactions which are similar or part of a common plan) involving with an aggregate payments or other property with a Fair Market Value value in excess of $50.0 million shall be approved by (or the equivalent thereof at the time of determination), a majority of the Board of Directors (including a majority of the Company or disinterested members thereof, but only to the extent there are disinterested members with respect to such Restricted Subsidiary, as the case may be, Related Party Transaction) must first approve (such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into set forth in an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior Officer’s Certificate delivered to the consummation thereof, obtain a favorable opinion as to the fairness of Trustee) such transaction or series of related transactions and determine that such transaction or series of related transactions are on fair and reasonable terms no less favorable to the Company or the relevant such Restricted Subsidiary, as the case may be, from Subsidiary than could be obtained in a financial point of view, from an Independent Financial Advisor comparable arm’s length transaction and file the same is otherwise compliant with the Trusteeterms of this Indenture. (bc) The restrictions set forth in Section ‎Section 4.14(a) shall and ‎(b) do not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company any transaction or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively arrangement between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions ; (2) the payment of reasonable and customary regular fees to directors of the Company who are not otherwise prohibited employees of the Company; (3) Permitted Investments and any Restricted Payments that do not violate ‎Section 4.08; (4) transactions permitted by the Indentureand complying with Section 5.01; (5) Restricted Payments, Permitted Investments any issuance or sale of Equity Interests (other than clauses (1Disqualified Stock) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by of the IndentureCompany; (6) transactions or payments (including loans, advances, grants of securities, stock options, reimbursement of out-of-pocket expenses and similar rights) pursuant to any contract employee, officer or agreement director compensation or benefit plans, customary indemnifications, insurance or arrangements entered into in the ordinary course of business; (7) transactions pursuant to agreements in effect on the Issue DateDate and in the Exchange Act Reports, as amended, modified or replaced from time to time so long as the amended, modified or replacementsnew agreements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with joint venture partners, customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating lessors or lessees of property (i) in effect on the Issue Date, as amended, modified or replaced from time to time and (ii) as may be entered into after the purchase Issue Date; provided that the amendment, modification, replacement or sale of goods or servicesnew arrangement, in each case taken as a whole, is in the ordinary course of business or customary in the oil and gas industry and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries this Indenture and similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary and third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, which are, in the ordinary course of business aggregate (taking into account all the costs and consistent benefits associated with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (Asuch transactions), (B) and (C) that are fair not materially less favorable to the Company or and its Restricted Subsidiaries than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person, in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at any executive officer of the Company involved in or otherwise familiar with such time from an unaffiliated partytransaction; (129) transactions between any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee an opinion from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of ‎Section 4.14(a); and (10) (a) guarantees by the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director performance of the Company or any direct or indirect parent obligations of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted ’s Unrestricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for which is customary in the purpose of oil and gas industry and (b) pledges by the consolidated tax efficiency Company or any Restricted Subsidiary of the Company and its Subsidiaries and not for of, or grantings of mortgages by the purposes of circumventing Company or any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests Restricted Subsidiary of the Company and will not result over, Equity Interests in Unrestricted Subsidiaries for the Company and the Restricted Subsidiaries paying taxes in excess benefit of lenders or other creditors of the tax liability that would have been payable by them on a stand-alone basisCompany’s Unrestricted Subsidiaries.

Limitation on Transactions with Affiliates. (a) The Company Trust will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with any Affiliate of the rendering of any service) with, or for Trust (except that the benefit of, Bank and any of its Affiliates (eachSubsidiaries may enter into any transaction or series of related transactions with any Subsidiary of the Bank, an “Affiliate Transaction”and the Trust and any Wholly Owned Restricted Subsidiary of the Trust may enter into any transaction or series of related transactions with any other Wholly Owned Restricted Subsidiary of the Trust without limitation under this covenant) involving aggregate payment or consideration in excess of $25.0 million, other than: unless (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions such transaction or series of related transactions is in writing on terms that are not materially no less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of to the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company Trust or such Restricted Subsidiary, as the case may be, than would be available in a comparable transaction in an arm's-length dealing with a Person that is not such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction or, in the absence of such a comparable transaction, on terms that in good faith would be offered to a Person that is not an Affiliate, (2) with respect to any transaction or series of related Affiliate Transactions related to a common plan) on transactions in which the Trust and its Restricted Subsidiaries will receive or after the Issue Date that involves an render value or incur obligations or make aggregate Fair Market Value payments in excess of more than $150.0 million5,000,000, the Company or such Restricted Subsidiary, as the case may be, shall, prior Trust delivers an Officers' Certificate to the consummation thereof, obtain a favorable opinion as to the fairness of Trustee certifying that such transaction or series of related transactions complies with clause (1) above and such transaction or series of related transactions has been approved by a majority of the Disinterested Trustees of the Board of Trustees of the Trust and (3) with respect to any transaction or series of related transactions in which the Trust and its Restricted Subsidiaries will receive or render value or incur obligations or make aggregate payments in excess of $20,000,000, or in the event no members of the Board of Trustees of the Trust are Disinterested Trustees with respect to any transaction or series of related transactions included in clause (2), the Trust delivers to the Company Trustee a written opinion of a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required to the relevant effect that the transaction or series of transactions are fair to the Trust and its Restricted Subsidiary, as the case may be, Subsidiaries from a financial point of view; provided, from however, that this covenant will not restrict (i) residential mortgage, credit card and other consumer loans to an Independent Financial Advisor Affiliate who is an officer, director or employee of the Trust or any of its Subsidiaries, (ii) any transaction or series of related transactions in which the total amount involved does not exceed $100,000, (iii) payment of legal expenses incurred on behalf of the Trust or its Subsidiaries; provided, however, that such expenses paid by the Bank and file its Subsidiaries for or on behalf of the same with Trust or any other Restricted Subsidiary (other than a Subsidiary of the Trustee. (b) The restrictions set forth in Section 4.14(aBank) shall not apply to: exceed $500,000 in any fiscal year, (1iv) employment, consulting, service, severance, termination payment of construction and compensation arrangements and agreements development fees incurred on behalf of the Company Trust or its Restricted Subsidiaries in an aggregate amount not to exceed $1,000,000 in any Restricted Subsidiary fiscal year, after adjustment for annual increases in the consumer price index, as reported by the United States Department of Labor, Bureau of Labor Statistics, (including amounts paid v) payment of financing fees of up to 1% of the aggregate principal amount of Retail Notes issued and sold after the date of the Indenture, (vi) transactions permitted under Section 1011, (vii) payment of up to $4,200,000 of Advisory Fees in any fiscal year, after adjustment for annual increases in the consumer price index, as reported by the United States Department of Labor, Bureau of Labor Statistics, (viii) transactions entered into pursuant to employee benefit plansManagement Agreements, employee stock options (ix) checking or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees other deposit products and compensation paid to, indemnity provided on behalf of, investment management and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company advisory services and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liensinsurance products, in each case permitted by that the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company Bank and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights subsidiaries customarily offer to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case their respective customers in the ordinary course of business business, (x) guarantees under the Reimbursement Agreement, (xi) payments pursuant to the Tax Sharing Agreement and otherwise in compliance with (xii) payments by the terms of Trust to the IndentureBank pursuant to the Capital Maintenance Agreement; provided, however, that Advisory Fees may only be paid so long as (A) the Trust does not hire employees and (B) transactions with joint ventures no Default or Unrestricted Subsidiaries entered into in the ordinary course Event of business Default shall have occurred and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisbe continuing.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with any Affiliate of the rendering Company unless (i) such transaction or series of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions related transactions is on terms that are not materially no less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of to the Company or such Restricted Subsidiary, as the case may be, such approval than would be available in a comparable transaction in arm's-length dealings with an unrelated third party, (ii) with respect to be evidenced by a Board Resolution stating that such Board transaction or series of Directors has determined related transactions involving payments in excess of $1,000,000 in the aggregate, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction clause (i) above, and (iii) with respect to a transaction or series of related Affiliate Transactions related to a common plan) on or after transactions involving payments in excess of $5,000,000 in the Issue Date that involves an aggregate Fair Market Value of more than $150.0 millionaggregate, the Company or such Restricted Subsidiary, as the case may be, shall, prior delivers an Officers' Certificate to the consummation thereof, obtain a favorable opinion as to the fairness of Trustee certifying that (A) such transaction complies with clause (i) above and (B) such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or has been approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority directors of the Board of Directors of the Company in good faith;Company. (4b) transactions exclusively between or among The limitations of the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are preceding subsection do not otherwise prohibited by the Indenture;apply to: (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7i) the entering into payment of a reasonable and customary agreement providing registration rights regular fees to the direct or indirect shareholders directors of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and who are not employees of the Company or any of its Restricted Subsidiaries made consistent with past practicesSubsidiaries; (15ii) indemnities of officers and directors of the Company or any Subsidiary consistent with such Person's bylaws and applicable statutory provisions; (iii) any employee compensation and other benefit arrangements entered into by the Company or any of its Subsidiaries in the ordinary course of business; (iv) relocation allowances, advances and loans made to officers, directors and employees of the Company and its Restricted Subsidiaries provided such items do not exceed $2,500,000 in the aggregate at any one time outstanding; (v) transactions permitted by, among the Company and complying its Restricted Subsidiaries; (vi) loans constituting Restricted Payments made pursuant to and in compliance with Section 5.014.04(b)(v); orand (16vii) the formation gas gathering agreement between the Company and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes the Existing Unrestricted Subsidiary as in effect on the Issue Date and oil and gas operating agreements entered into in the ordinary course of business or other transactions undertaken for by the purpose of Company and its Restricted Subsidiaries in a manner consistent with the consolidated tax efficiency current practice of the Company and its Restricted Subsidiaries and not for as of the purposes of circumventing any covenants set forth Issue Date so long as such operating agreements are in a form customary in the Indenture; provided that the Board of Directors determines in good faith that the formation Oil and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisGas Business.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other than: than (1x) Affiliate Transactions permitted under Section 4.14(b); and paragraph (2b) below, and (y) Affiliate Transactions on terms that are not materially no less favorable to the Company or the relevant Restricted Subsidiary than those that would might reasonably have reasonably been expected obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $50.0 1 million shall be approved by a majority of the disinterested members of the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value fair market value or payments to an Affiliate, as the case may be, of more than $150.0 10 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The foregoing restrictions set forth in Section 4.14(a) shall not apply to: to (1i) employment, consulting, service, severance, termination reasonable fees and compensation arrangements paid to (including issuances and grant of securities and stock options), employment agreements and stock option and ownership plans for the benefit of, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s 's Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.senior

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, enter into or suffer to exist, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or the rendering of any serviceservices) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or any Restricted Subsidiary (other than the Company or a Restricted Subsidiary so long as no Affiliate of the Company (other than a Restricted Subsidiary) shall beneficially own Capital Stock in such Restricted Subsidiary. All Affiliate Transactions ) unless (and each i) such transaction or series of related Affiliate Transactions which transactions are similar or part of on terms, taken as a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of whole, that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, such approval than those that could have been obtained in an arm's length transaction with unrelated third parties that are not Affiliates; (ii) with respect to be evidenced by a Board Resolution stating that such Board of Directors has determined that such any transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related transactions involving aggregate consideration equal to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more greater than $150.0 million5,000,000, the Company or such Restricted Subsidiary, as the case may be, shall, prior will deliver an Officers' Certificate to the consummation thereofTrustee certifying that such transaction or series of related transactions complies with clause (i) above; and (iii) with respect to any transaction or series of related transactions involving aggregate consideration in excess of $10,000,000, obtain the Company will deliver the Officers' Certificate described in clause (ii) above which will also certify that such transaction or series of related transactions has been approved by a favorable majority of the Disinterested Directors of the Board of Directors of the Company or that the Company has obtained a written opinion as to from an independent financial expert, certifying that the fairness financial terms of such transaction or series of related transactions transactions, taken as a whole, are fair to the Company or the relevant such Restricted Subsidiary, as the case may be, from a financial point of view; provided, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) however, that this covenant shall not apply to: restrict (1) employmentany transaction or series of related transactions among the Company and one or more of its Restricted Subsidiaries or among its Restricted Subsidiaries, consulting, service, severance, termination (2) the Company from paying reasonable and customary regular compensation arrangements and agreements fees to directors of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents who are not employees of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; Subsidiary, (3) payments the performance of the Company's obligations under the Investment and Stockholders' Agreement, dated as of October 31, 1997, among the Company, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the Investors named therein, as amended; the Investment and Stockholders' Agreement, dated as of August 28, 1995, by and among the Company and the Investors named therein; the Investment and Stockholders' Agreement, dated as of December 23, 1996, by and among the Company and the Investors named therein; the Non-Qualified Stock Option Agreement, dated August 4, 1997, between the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; and the Employment Agreement, dated August 4, 1997, between the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in each case as amended through the Issue Date; provided that any amendments or loans modifications to the terms of transactions described in this clause (or cancellation of loans3) will be (x) no less favorable to officers, directors, employees or consultants the Company than those that could have been obtained in an arm's length transaction with unrelated third parties who are not Affiliates and (y) approved by a majority of the Board of Directors of the Company in good faith; (including a majority of the Disinterested Directors), (4) transactions exclusively between or among the Company and making of any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are Payment not otherwise prohibited by the Indenture; Section 1012 and (5) Restricted Paymentsloans or advances made to directors, Permitted Investments (other than clauses (1) officers or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any Restricted Subsidiary, or guarantees in respect thereof or otherwise made on their behalf, in respect of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes expenses incurred in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and business, in an aggregate principal amount not for the purposes of circumventing to exceed $500,000 in any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basiscalendar year.

Limitation on Transactions with Affiliates. (a) The Company will LNR shall not, and will shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other than: than (1x) Affiliate Transactions permitted under paragraph (b) of this Section 4.14(b); and 4.11 and (2y) Affiliate Transactions on terms that are not materially no less favorable to LNR or such Subsidiary than those that would might reasonably have reasonably been expected obtained or are obtainable in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Company LNR or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $50.0 5.0 million shall be approved by the Board of Directors of the Company LNR or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors (including a majority of the directors who do not have any interest in the Affiliate Transaction) has determined that such transaction complies with the foregoing provisions. If the Company In addition, if LNR or any Restricted Subsidiary of LNR enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) on involving aggregate payments or after the Issue Date that involves an aggregate Fair Market Value other property with a fair market value in excess of more than $150.0 7.5 million, the Company LNR or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company LNR or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in paragraph (a) of this Section 4.14(a) 4.11 shall not apply to: to (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2i) reasonable fees and compensation paid to, to and indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company LNR or any Restricted Subsidiary of LNR as determined in good faith by the Company’s LNR's Board of Directors or senior management; ; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4ii) transactions exclusively between or among the Company LNR and any Restricted Subsidiary of its Wholly Owned Subsidiaries or exclusively between or among such Restricted Subsidiaries; Wholly Owned Subsidiaries provided that such transactions are not otherwise prohibited by under this Indenture; (iii) any agreement as in effect as of the Indenture; Issue Date or any amendment thereto or any transaction contemplated thereby (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions including pursuant to any contract amendment thereto) or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (iv) Restricted Payments permitted by this Indenture; and (v) transactions between or among LNR or any Subsidiaries of LNR and the Land Partnership, provided such transactions are permitted by and are effected in accordance with the terms of the Partnership Agreement of the Land Partnership and the By-laws of LNR, in each case, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or the rendering of services) with any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or any Restricted Subsidiary unless (i) such Restricted Subsidiary. All Affiliate Transactions (and each transaction or series of related Affiliate Transactions which transactions is on terms that are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of no less favorable to the Company or such Restricted Subsidiary, as the case may be, such approval than would reasonably be expected to be evidenced available in a comparable transaction in arm’s-length dealings with an unrelated third party, and (ii) with respect to any transaction or series of related transactions involving aggregate payments in excess of $50.0 million, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (i) above and such transaction or series of related transactions has been approved by a Board Resolution stating that such majority of the members of the Board of Directors has determined that of the Company (and approved by a majority of the Independent Directors or, in the event there is only one Independent Director, by such Independent Director). (b) Notwithstanding the foregoing, this provision will not apply to (i) employment agreements or compensation or employee benefit arrangements or indemnification agreements or similar arrangements with any officer, director or employee of the Company (including benefits thereunder), (ii) any transaction complies with the foregoing provisions. If entered into by or among the Company or any Restricted Subsidiary enters into an Affiliate Transaction and one or more Restricted Subsidiaries, (iii) transactions pursuant to agreements existing on the Escrow Release Date and any amendment to or series extensions or replacements thereof on terms not materially less favorable to the Company, (iv) Restricted Payments and Permitted Investments, (v) issuances of related Affiliate Transactions related to a common planequity of the Company, (vi) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, transactions in which the Company or such any Restricted Subsidiary, as the case may be, shalldelivers to the Trustee a letter from an independent financial advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of the preceding paragraph, (vii) payments by the Company (and any Parent Entity) and its Restricted Subsidiaries pursuant to any tax sharing agreements among the Company (and any such Parent Entity) and its Restricted Subsidiaries to the extent constituting Permitted Tax Distributions, (viii) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing or Receivables Facility and any disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing and any repurchase of Securitization Assets pursuant to a Securitization Repurchase Obligation, (ix) transactions entered into by a Restricted Subsidiary with an Affiliate prior to the consummation thereof, obtain day such Restricted Subsidiary is designated as a favorable opinion Restricted Subsidiary (so long as to the fairness such transaction was not entered into in contemplation of such redesignation) and (x) any transaction or series of related transactions to the Company involving aggregate payments of $25.0 million or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeless. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"AFFILIATE TRANSACTION"), other than: than (1x) Affiliate Transactions permitted under Section 4.14(b); and paragraph (2b) below and (y) Affiliate Transactions on terms that are not materially no less favorable than those that would might reasonably have reasonably been expected obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $50.0 million 5,000,000 shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value fair market value of more than $150.0 million10,500,000, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(aclause (a) above shall not apply to: to (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2i) reasonable fees and compensation paid to, loans or advances to, and indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, employees or consultants or agents of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s 's Board of Directors or senior management; ; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4ii) transactions exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiary Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries; provided that , PROVIDED such transactions are not otherwise prohibited by the this Indenture; ; (5iii) Restricted Payments, Permitted Investments (other than clauses (1) any payments or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to agreements in effect as of the Issue Date or any contract 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 than the original agreement as in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company ; (iv) Restricted Payments permitted by this Indenture; and its Restricted Subsidiaries than those in effect on the Issue Date; (7v) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders any Investments by an Affiliate of the Company and in the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will Issuer shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) Guarantee with, or for the benefit of, any Affiliate involving aggregate consideration in excess of its Affiliates $5.0 million on or after the Issue Date (each, an “"AFFILIATE TRANSACTION"), unless: (1) such Affiliate Transaction”Transaction is on terms that are 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; and (2) the Issuer delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payment consideration in excess of $10.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this Section 4.14 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, other thanan opinion as to the fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor. The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company any consulting or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar employment agreement or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved arrangement entered into by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company Issuer or any of its Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or Subsidiaries approved by a majority of the disinterested members of the Board of Directors of the Issuer (or a committee comprised the Board of disinterested directorsDirectors of Nortek in the case of Nortek and its Restricted Subsidiaries); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants transactions between or agents of among the Company or any Issuer and/or its Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior managementSubsidiaries; (3) payments payment of reasonable directors fees to directors of the Issuer, any Parent or loans (or cancellation any Restricted Subsidiary and the provision of loans) customary indemnities to directors, officers, directors, 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 Issuer and its Subsidiaries and any other Person with which the Issuer or its Subsidiaries is required or permitted to file a consolidated, combined or 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; (6) Restricted Payments that are permitted by 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 Equity Sponsor and its respective Affiliates pursuant to management agreements entered into in connection with the Transactions and as described in the Offering Memorandum or any document (or portion of any document) incorporated by reference into the Offering Memorandum; (8) payments by the Issuer or any of its Restricted Subsidiaries to the 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, which payments are approved by the majority of the Board of Directors of the Issuer (or the Board of Directors of Nortek in the case of Nortek and its Restricted Subsidiaries) 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); (9) loans to employees that are approved in good faith by a majority of the Board of Directors of the Company Issuer (or the Board of Directors of Nortek in good faiththe case of Nortek and its Restricted Subsidiaries) 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; (410) transactions exclusively between or among the Company agreements (and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5payments relating thereto) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect existing on the Issue DateDate and as described in the Offering Memorandum or any document (or portion of any document) incorporated by reference into the Offering Memorandum, as the same may be amended, modified or replaced from time to time time, so long as the amendedany amendment, modified modification or replacements, taken as a whole, are no replacement is not materially less favorable to the Company Issuer and its Restricted Subsidiaries than those the agreement described in the Offering Memorandum or any document (or portion of any document) incorporated by reference into such Offering Memorandum and in effect on the Issue Date; (711) transactions with a joint venture engaged in a Permitted Business; provided that all the entering into outstanding ownership interests of a customary agreement providing registration rights to such joint venture are owned only by the direct or indirect shareholders Issuer, its Restricted Subsidiaries and Persons who are not Affiliates of the Company and the performance of such agreementsIssuer; (8) the issuance of Capital Stock (other than Disqualified Capital Stock12) of the Company to transactions between a Receivables Subsidiary and any Person or any transaction with in which the Receivables Subsidiary has an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the CompanyInvestment; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A13) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or servicesgoods, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Companybusiness; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person;and (14) commission, payroll, travel and similar advances to officers and employees transactions which have been approved by a majority of the Company or any disinterested members of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines of the Issuer (or the Board of Directors of Nortek in good faith that the formation case of Nortek and maintenance its Restricted Subsidiaries) and with respect to which an Independent Financial Advisor has delivered an opinion as to the fairness to the Issuer or such Restricted Subsidiary of such group or subgroup is in the best interests transaction from a financial point of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisview.

Limitation on Transactions with Affiliates. (a) The Company Parent will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate of its Affiliates any such Person (eacheach of the foregoing, an “"Affiliate Transaction”"), unless: (i) such Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Parent or such Restricted Subsidiary with an unrelated Person; and (ii) the Parent delivers to the Trustee (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payment or consideration in excess of $25.0 2.5 million, other than: (1a resolution of its Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause(i) above and that such Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably Transaction has been expected in approved by a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate majority of the Company disinterested members of its Board of Directors and (B) with respect to any Affiliate Transaction or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value consideration in excess of $50.0 million 10.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an appraisal, accounting or investment banking firm of national standing. (b) The following shall not be approved deemed to be Affiliate Transactions: (i) any employment agreement entered into by the Board Parent or any of Directors its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company Parent or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2ii) reasonable transactions between or among the Parent and/or its Restricted Subsidiaries; (iii) any sale or other issuance of Equity Interests (other than Disqualified Stock) of the Parent; (iv) Restricted Payments that are permitted by Section 4.3; (v) fees and compensation paid to, and indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority members of the Board of Directors Directors, officers or employees of the Company Parent and of its Restricted Subsidiaries in good faiththeir capacity as such, to the extent such fees and compensation are reasonable, customary and consistent with past practices; (4vi) transactions exclusively between or among the Company advances to employees for moving, entertainment and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Paymentstravel expenses, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company drawing accounts and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into similar expenditures in the ordinary course of business and consistent with past practice or industry norm or practices; (Cvii) any management services or support agreement entered into on terms consistent with past practicepayment of annual management, in each of clauses (A)consulting and advisory fees and related expenses to Berkshire, (B) and (C) that which payments are fair to approved by the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated partyof the Parent in good faith; (12viii) transactions between the Company Parent or any of its a Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director Subsidiary of the Company or any direct or indirect parent Parent and an Unrestricted Subsidiary of the Company; provided Parent in good faith as long as (A) such transactions are on terms that such director abstains from voting as a director are otherwise in compliance with the terms of the Company Indenture and (B) such transactions are on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Parent or such direct or indirect parent, as the case may be, on any matter involving such other Restricted Subsidiary with an unrelated Person; (13ix) the exchange (whether initiated at the option of the Parent or the holder of the PIK Preferred Member Interest) or the redemption (by the Parent subject to the terms of this Indenture) of the outstanding PIK Preferred Member Interest for Exchange Notes and Exchange Guarantees pursuant to clause (vi) of Section 4.3(b); and (x) transactions with a Person that is an Affiliate of pursuant to the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisTransaction Documents.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, assign, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any of its Affiliates Affiliate (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million500,000, other thanunless: (1) the Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions Transaction is on terms that are not materially no less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from Subsidiary than those that would have been obtained in a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of comparable transaction by the Company or any Restricted Subsidiary with an unrelated Person; and (including amounts paid pursuant 2) with respect to employee benefit plansany Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as have determined in good faith that the criteria set forth in the immediately preceding clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Company’s Board of Directors of the Company or, in the case of any Affiliate Transaction or senior management; (3) payments series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, an Independent Financial Advisor has delivered an opinion as to the fairness to the Holders of such Affiliate Transactions from a financial point of view; provided that so long as the Sponsors beneficially own more than 50.0% of the Voting Stock of the Company, any Affiliate Transaction or loans (or cancellation series of loans) to officers, directors, employees or consultants that are approved related Affiliate Transactions requiring the good faith determination of the Board of Directors of the Company shall be made by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are Company. The following items will not otherwise prohibited by the Indenture; (5) Restricted Paymentsbe deemed to be Affiliate Transactions and, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Lienstherefore, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable will not be subject to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders provisions of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.prior paragraph:

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the sale, transfer, disposition, purchase, saleexchange or lease of assets, lease or exchange of any property or the rendering of any serviceservices) with, or for the benefit of, any of its Affiliates (eachother than Restricted Subsidiaries), an “Affiliate Transaction”except (a) involving aggregate payment or consideration in excess of $25.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of to the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, than those which could have been obtained in a comparable transaction at such approval time from Persons who are not Affiliates of the Company, (b) with respect to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related transactions involving aggregate payments or value equal to or greater than $10,000,000 the Company shall have delivered an Officer’s Certificate to the Trustee certifying that such transaction or transactions comply with the preceding clause (a), (c) with respect to a common plan) on transaction or after the Issue Date that involves an series of related transactions involving aggregate Fair Market Value of more payments or value equal to or greater than $150.0 million20,000,000, such transaction or transactions shall have been approved by a majority of the Disinterested Members of the Board of Directors of the Company, and (d) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $50,000,000, the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, shall, prior shall also have received a written opinion from an Independent Qualified Party to the consummation thereof, obtain a favorable opinion as to the fairness of effect that such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may beis fair, from a financial point of viewstandpoint, from to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an Independent Financial Advisor and file arm’s length transaction with a non-Affiliate. Notwithstanding the same with foregoing, the Trustee. (b) The restrictions set forth in this Section 4.14(a) 10.11 shall not apply to: to (1i) employment, consulting, service, severance, termination and compensation arrangements and agreements of transactions with or among the Company and the Restricted Subsidiaries, (ii) transactions in the ordinary course of business, or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively Company, between or among the Company and or any Restricted Subsidiary and any Affiliate of the Company that is a joint venture or exclusively between similar entity, including United Rentals Industrial Services Inc., (iii) (A) customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or among such employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiaries; provided that such transactions are Subsidiary entered into in the ordinary course of business and (B) any transaction with an officer or director in the ordinary course of business not otherwise prohibited by involving more than $100,000 in any one case, (iv) any dividends, payments or investments made in compliance with Section 10.09, (v) loans and advances to officers, directors and employees of the Indenture; (5) Company or any Restricted PaymentsSubsidiary for travel, Permitted Investments (entertainment, moving and other than clauses (1) or (2) thereof) or transactions involving Permitted Liensrelocation expenses, in each case made in the ordinary course of business, (vi) the incurrence of intercompany Indebtedness which constitutes Indebtedness permitted by the Indenture; to be incurred under Section 10.08, (6vii) transactions pursuant to any contract or agreement agreements in effect on the Issue Date, as amended(viii) any sale, modified conveyance or replaced from time other transfer of assets customarily transferred in a Securitization Transaction to time so long as the amendeda Special Purpose Vehicle, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (Aix) transactions with customers, clients, suppliers suppliers, joint venture partners, joint ventures, including their members or partners, or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business business, including pursuant to joint venture agreements, and otherwise in compliance with the terms of the Indenturethis Indenture which are, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business aggregate (taking into account all the costs and consistent benefits associated with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (Asuch transactions), (B) and (C) that are fair materially no less favorable to the Company or its the applicable Restricted Subsidiaries Subsidiary than those that would have been obtained in a comparable transaction by the Company or that Restricted Subsidiary with an unrelated Person or entity, in the good faith determination of the Company’s Board of Directors or its senior management, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; , (12x) transactions between described in, or permitted by, clauses (vii) and (x) of the Company final paragraph of Section 10.09 and (xi) any issuance or sale of Capital Stock (other than Redeemable Capital Stock and other than proceeds from the issuance of Capital Stock to Holdings or a Subsidiary of Holdings or to an employee stock ownership plan or to a trust established by Holdings or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more for the benefit of its directors is also a director their employees) of the Company or any direct or indirect parent of capital contribution to the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, enter into lease, transfer or permit to exist otherwise dispose of any transaction of its properties or series of related transactions (includingassets to, without limitation, the purchase, sale, lease or exchange of purchase any property or the rendering of assets from, or enter into, make, amend, renew or extend any service) transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate of its Affiliates the Company (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million), other thanunless: (1) such Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have reasonably been expected obtained in a comparable transaction at such time on an arm’s-length basis from transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions Company; and (and each series of related Affiliate Transactions which are similar or part of a common plan2) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as delivers to the case may be, such approval Trustee: (a) with respect to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an involving aggregate Fair Market Value consideration in excess of more than $150.0 20.0 million, a resolution of the Company or Board of Directors set forth in an Officers’ Certificate certifying that such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction Affiliate Transaction or series of related transactions to the Company Affiliate Transactions complies with this Section 4.14 and that such Affiliate Transaction or the relevant Restricted Subsidiary, as the case may be, from a financial point series of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors);Directors; and (2b) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant with respect to any contract Affiliate Transaction or agreement series of related Affiliate Transactions involving aggregate consideration in effect on the Issue Dateexcess of $50.0 million, an opinion as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair fairness to the Company or its such Restricted Subsidiaries in Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing. The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the good faith determination provisions of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;prior paragraph: (121) transactions between any employment or consulting agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and any Person that is an Affiliate solely because one or more approved in good faith by the Board of its directors is also a director Directors and payments pursuant thereto, payment of directors’ fees and the issuance of Equity Interests (other than Disqualified Stock) of the Company to directors and employees pursuant to stock option or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Personstock ownership plans; (132) transactions between or among the Company and/or its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the CompanyCompany owns, directly or indirectlythrough a Restricted Subsidiary, owns Capital Stock an Equity Interest in, or controls, such Person; (144) commission, payroll, travel Restricted Payments that are permitted by Section 4.10 and similar advances to officers and employees Permitted Investments; (5) any sale of Capital Stock (other than Disqualified Stock) of the Company or any and transactions where the only consideration paid by the Company is in the form of its Restricted Subsidiaries made consistent with past practicesEquity Interests (other than Disqualified Stock); (156) any agreement as in effect as of the Issue Date or as thereafter amended, supplemented or replaced (so long as such amendment, supplement or replacement agreement is not materially disadvantageous to the holders of the notes when taken as a whole as compared to the original agreement as in effect on the Issue Date) or any transaction or payments contemplated thereby; and (7) transactions permitted bywith joint ventures for the purchase or sale of goods, equipment and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes services entered into in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisbusiness.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit, cause or suffer any of the Restricted Subsidiaries to, conduct any business or enter into any transaction or series of transactions with or for the benefit of any of their respective Affiliates (each an "Affiliate Transaction"), unless (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any such transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions is on terms that are not materially reasonably believed to be no less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of to the Company or such Restricted Subsidiary, as the case may be, than those which could have been obtained in a comparable transaction at such approval time with an unrelated Person, and (b) with respect to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on transactions involving aggregate payments or after the Issue Date that involves an aggregate Fair Market Value of more equal to or greater than $150.0 10.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior shall have delivered (i) an Officers' Certificate to the consummation thereof, obtain a favorable opinion as to the fairness of Trustee certifying that such transaction or series of related transactions complies with the preceding clause (a) and (ii) a written opinion from an Independent Financial Advisor qualified to pass upon the required matters stating that the terms of such transaction or series of transactions are fair to the Company or the relevant such Restricted Subsidiary, as the case may be, from a financial point of view. Notwithstanding the foregoing, from an Independent Financial Advisor and file this Section 4.14 will not restrict the same with Company or the Trustee. Restricted Subsidiaries from: (a) making Restricted Payments permitted under Section 4.12; (b) The restrictions set forth any issuance of securities, or other payments, awards or grants in Section 4.14(a) shall not apply cash, securities or otherwise pursuant to: (1) employment, consultingor the funding of, serviceemployment arrangements, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or and stock ownership plans approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; Company; (4c) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or Subsidiaries and transactions among such Restricted Subsidiaries; provided that such transactions are not Subsidiaries of the Company otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the this Indenture; ; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7d) the entering into making of a customary agreement providing registration rights loans and advances and the payment of fees and indemnities to the direct or indirect shareholders directors, officers and employees of the Company and the performance Restricted Subsidiaries in the ordinary course of business; (e) transactions pursuant to agreements in existence on the Issue Date (including, without limitation, the limited liability company agreement for the Company) or any amendment thereto (so long as any such agreements; amendment is not disadvantageous to the Holders in any material respect); (8) f) any employment agreements entered into by an Issuer or any of the issuance Restricted Subsidiaries in the ordinary course of business; (g) any sale of Capital Stock (other than Disqualified Capital Stock) of the Company Company; (h) so long as no Default has occurred and is continuing, the payment of management fees to Blue Bar not to exceed $1.0 million in the aggregate in any Person or any transaction with an Affiliate where calendar year (including payment of accrued and unpaid amounts carried forward to subsequent periods, notwithstanding the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock $1.0 million limitation otherwise applicable); (other than Disqualified Capital Stocki) or any contribution payments of expenses to the common equity capital of the Company; Blue Bar permitted pursuant to Section 4.12(b)(v); (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (Aj) transactions with customers, clients, suppliers suppliers, or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the this Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) ; and (Ck) that are fair to fees and expenses incurred in connection with the Company or its Restricted Subsidiaries in the good faith determination consummation of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisTransactions.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million), other than: than (1x) Affiliate Transactions permitted under Section 4.14(b); and paragraph (2b) below and (y) Affiliate Transactions on terms that are not materially no less favorable than those that would might reasonably have reasonably been expected obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. . (b) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million 5,000,000 shall be approved by a majority of the disinterested members of the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million10,000,000, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (bc) The restrictions set forth in Section 4.14(aparagraph (a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2i) reasonable fees and compensation paid to, and indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, employees or consultants or agents of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4ii) transactions exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiary Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries; provided that , in each case so long as such transactions are not otherwise prohibited by the this Indenture; (5iii) Restricted Paymentsany agreement as in effect as of the Issue Date or any amendment thereto or any replacement thereto, Permitted Investments or any transaction contemplated thereby (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions including pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time amendment thereto) so long as the amended, modified any such amendment or replacements, taken as a whole, are no less favorable replacement agreement is not more disadvantageous to the Company and its Restricted Subsidiaries Holders in any material respect than those the original agreement as in effect on the Issue Date; (7iv) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company Permitted Investments and the performance of such agreementsRestricted Payments permitted by Section 4.10; (8) v) the exercise of Redemption Rights, Sales Rights and transactions pursuant to other agreements entered into on the Issue Date in connection with the Transactions; and (vi) employment, stock option, stock repurchase, employee benefit compensation, business expense reimbursement, severance, termination or other employment-related agreements, arrangements or plans, including, but not limited to, issuance or grants under the 2004 LTIP of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries Company entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisbusiness.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or the rendering of services) with any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or any Restricted Subsidiary unless (i) such Restricted Subsidiary. All Affiliate Transactions (and each transaction or series of related Affiliate Transactions which transactions is on terms that are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of no less favorable to the Company or such Restricted Subsidiary, as the case may be, such approval than would reasonably be expected to be evidenced available in a comparable transaction in arm’s-length dealings with an unrelated third party, and (ii) with respect to any transaction or series of related transactions involving aggregate payments in excess of $25.0 million, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (i) above and such transaction or series of related transactions has been approved by a Board Resolution stating that such majority of the members of the Board of Directors has determined that of the Company (and approved by a majority of the Independent Directors or, in the event there is only one Independent Director, by such Independent Director). (b) Notwithstanding the foregoing, this provision will not apply to (i) employment agreements or compensation or employee benefit arrangements or indemnification agreements or similar arrangements with any officer, director or employee of the Company (including benefits thereunder), (ii) any transaction complies with the foregoing provisions. If entered into by or among the Company or any Restricted Subsidiary enters into an Affiliate Transaction and one or more Restricted Subsidiaries, (iii) transactions pursuant to agreements existing on the Escrow Release Date and any amendment to or series extensions or replacements thereof on terms not materially less favorable to the Company, (iv) Restricted Payments and Permitted Investments, (v) issuances of related Affiliate Transactions related to a common planequity of the Company, (vi) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, transactions in which the Company or such any Restricted Subsidiary, as the case may be, shalldelivers to the Trustee a letter from an independent financial advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of the preceding paragraph, (vii) payments by the Company (and any Parent Entity) and its Restricted Subsidiaries pursuant to any tax sharing agreements among the Company (and any such Parent Entity) and its Restricted Subsidiaries to the extent constituting Permitted Tax Distributions, (viii) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing or Receivables Facility and any disposition of Securitization Assets or related assets in connection with any Qualified Securitization Financing and any repurchase of Securitization Assets pursuant to a Securitization Repurchase Obligation, (ix) transactions entered into by a Restricted Subsidiary with an Affiliate prior to the consummation thereof, obtain day such Restricted Subsidiary is designated as a favorable opinion Restricted Subsidiary (so long as to the fairness such transaction was not entered into in contemplation of such redesignation) and (x) any transaction or series of related transactions to the Company involving aggregate payments of $20.0 million or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeless. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, with any of its Affiliates (each, an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other than: than (1x) Affiliate Transactions permitted under Section 4.14(b); and paragraph (2b) below and (y) Affiliate Transactions on terms that are not materially no less favorable to the Company or such Restricted Subsidiary than those that would might reasonably have reasonably been expected obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate Affiliate; provided, however, that for a transaction or series of related transactions with an aggregate value of $1 million or more (i) such determination shall be made in good faith by a majority of the disinterested members of the Board of the Directors of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common planii) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiaryshall have received an opinion from an independent nationally recognized investment banking firm selected by the Company, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may beis on terms which are fair, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of to the Company or any such Restricted Subsidiary Subsidiary; and provided, further, that for a transaction or series of related transactions with an aggregate value of $5 million or more, (including amounts paid pursuant to employee benefit plans, employee stock options or similar plansi) consistent with past practice or approved such determination shall be made in good faith by a majority of the disinterested members of the Board of Directors of the Company and (ii) the Board of Directors of the Company shall have received an opinion from an independent nationally recognized investment banking firm selected by the Company, that such transaction or series of related transactions is on terms which are fair, from a committee comprised financial point of disinterested directors);view, to the Company or such Restricted Subsidiary. (2b) The foregoing restrictions shall not apply to (i) reasonable fees and compensation paid to, to and indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, employees or consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s 's Board of Directors or senior management; ; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries at least 51% of the outstanding voting securities of which is owned by the Company or one or more of its Wholly Owned Subsidiaries so long as no portion of the minority interest in such Restricted Subsidiary is owned by an Affiliate of the Company (other than a Wholly Owned Subsidiary of the Company or exclusively directors or officers of such Subsidiary that hold stock of such Subsidiary to the extent that local law requires a resident of such jurisdiction to own stock of such company) or between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Indenture; Issue Date or any amendment thereto or any transaction contemplated thereby (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions including pursuant to any contract amendment thereto) or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) ; and (Civ) that are fair to the Company or its Permitted Investments and Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions Payments permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the by this Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million), other than: than (1x) Affiliate Transactions permitted under Section 4.14(b); and paragraph (2b) below and (y) Affiliate Transactions on terms that are not materially no less favorable than those that would might reasonably have reasonably been expected obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 1.0 million shall be approved by a majority of the disinterested members of the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any of its Restricted Subsidiary Subsidiaries enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 5.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor Institution and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) the first paragraph of this covenant shall not apply to: (1) employment, consulting, service, severance, termination reasonable fees and compensation arrangements paid to and agreements indemnity provided on behalf of officers, directors, employees or consultants of the Company or any of its Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary Subsidiaries as determined in good faith by the Company’s Board of Directors or senior management; (2) transactions exclusively between or among the Company and any of its Wholly Owned Subsidiaries or exclusively between or among such Wholly Owned Subsidiaries; provided, that such transactions are not otherwise prohibited by this Indenture. (3) payments any agreement as in effect or entered into as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (4) Restricted Payments permitted by this Indenture (including Permitted Investments); (5) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company in good faith and loans (or cancellation to employees of loans) to officers, directors, employees or consultants that the Company and its Subsidiaries which are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions fees payable pursuant to any contract or agreement the Management Agreement as in effect on the Issue DateDate or pursuant to any amendment, as amended, modified restatement or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable replacement thereof to the Company and its Restricted Subsidiaries than extent that such amendment, restatement or replacement does not provide for any fees or other payments in excess of those set forth in the Management Agreement as in effect on the Issue Date; (7) the entering into payment of a customary agreement providing registration rights all fees and expenses related to the direct or indirect shareholders Plan of the Company and the performance of such agreements;Reorganization; and (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by common insurance policies obtained for AETG, the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) of AETG or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, Company in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent accordance with past practice for which AETG or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between is reimbursed with premiums and deductible obligations attributable to AETG, the Company or any Subsidiary of its Restricted Subsidiaries and any Person that is an Affiliate solely because one AETG or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist after the Spin-Off Date any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other than: : (1x) Affiliate Transactions permitted under Section 4.14(b)paragraph (b) below; and and (2y) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s97 -87- arm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) on or after the Spin-Off Date involving aggregate payments or other property with a Fair Market Value in excess of $50.0 10.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Spin-Off Date that involves an aggregate Fair Market Value of more than $150.0 50.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(aparagraph (a) above shall not apply to: : (1i) employment, consulting, service, severance, termination consulting and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); ; (2ii) reasonable fees and compensation paid to, to and indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s 's Board of Directors or senior management; ; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4iii) transactions exclusively between or among the Company and any of the Restricted Subsidiary Subsidiaries or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the this Indenture; ; (5iv) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case Liens permitted by the this Indenture; ; and (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7v) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Spin-Off Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.Agreements. 98 -88-

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit suffer to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any Affiliate of its Affiliates (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million, other thanthe Company unless: (1a) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions such transaction is on terms that are not materially no less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of to the Company or such Restricted Subsidiary, as the case may be, such approval than those that could have been obtained in an arm's length transaction with third parties who are not Affiliates; and (b) either (i) with respect to be evidenced by a Board Resolution stating any transaction or series of transactions involving aggregate payments in excess of $1,000,000, but less than $5,000,000, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction or transactions comply with clause (a) above or (ii) with respect to a transaction or series of transactions involving aggregate payments equal to or greater than $5,000,000, such transaction or transactions have been approved by the Board of Directors (including a majority of the Disinterested Directors) of the Company or the Company has determined obtained a written opinion from a nationally recognized investment banking firm to the effect that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related transactions are fair to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, Subsidiary from a financial point of view, from an Independent Financial Advisor and file . The foregoing provisions shall not restrict any of the same with following: (A) Transactions among the TrusteeCompany and/or any of its Restricted Subsidiaries. (bB) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employmentCompany from paying reasonable and customary regular compensation, consultingfees, service, severance, termination indemnification and compensation similar arrangements and agreements payments thereunder to directors of the Company or any of its Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents Subsidiaries who are not employees of the Company or any of its Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management;Subsidiaries. 86 76 (3C) payments Employment agreements or loans (compensation or cancellation of loans) to officersemployee benefits arrangements with any officer, directors, employees director or consultants that are approved by a majority of the Board of Directors employee of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent (including customary benefits thereunder) (it being understood that benefits of the nature in place as of the Closing Date shall be deemed permissible hereunder). (D) The performance of the Company's obligations under (a) that certain lease agreement effective December 29, 1995 with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practiceWils▇▇ Aviation, in each L.L.C. relating to the lease of clauses (A)an airplane, (Bb) that certain agreement not to compete dated December 31, 1996 with DVS Management, Inc. and (Cc) that certain Voting Trust Agreement dated March 17, 1997 among Citadel Communications, ABRY Broadcast Partners II, L.P., ABRY/Citadel Investment Partners, L.P. and others and the related letter agreement dated March 17, 1997 among Citadel Communications, ABRY Broadcast Partners II, L.P., ABRY/Citadel Investment Partners, L.P. and others (the "Affiliate Agreements"); provided that any amendments or modifications to the terms of the Affiliate Agreements (1) are fair no less favorable to the Company or its Restricted Subsidiaries than those that could have been obtained in an arm's length transaction with third parties who are not Affiliates and (2) are approved by the good faith determination Board of Directors (including a majority of the Disinterested Directors) of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;. (12E) transactions between The Company from making payments to Citadel Communications to pay its operating and administrative expenses attributable to the Company including, without limitation, legal and audit expenses, directors' fees and Commission compliance expenses, in an amount not to exceed the greater of $1,000,000 per fiscal year and 1% of the net revenues of the Company for the preceding fiscal year. (F) The Company or a Restricted Subsidiary from transferring up to $500,000 of properties and assets, including cash, to a joint venture in which the Company or any of its a Restricted Subsidiaries Subsidiary has an equity interest and any Person that is an Affiliate solely because in which one or more of its directors is also a director or officers of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parentCitadel Communications has an equity interest, as the case may be, on any matter involving such other Person; (13) transactions with a Person that which joint venture is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes engaged in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisInternet service provider business.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist after the Issue Date any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other than: : (1x) Affiliate Transactions --------------------- permitted under Section 4.14(b)paragraph (b) below; and and (2y) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) on or after the Issue Date involving aggregate payments or other property with a Fair Market Value in excess of $50.0 5.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 15.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(aparagraph (a) above shall not apply to: : (1i) employment, consulting, service, severance, termination consulting and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); ; (2ii) reasonable fees and compensation paid to, to and indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s 's Board of Directors or senior management; ; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4iii) transactions exclusively between or among the Company and any of the Restricted Subsidiary Subsidiaries or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the -------- this Indenture; ; and (5iv) Restricted Payments, Permitted Investments (other than clauses (1) Investments, Permitted Receivables Financings or (2) thereof) or transactions involving Permitted Liens, in each case Liens permitted by the this Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other thanunless: (1) the terms of such Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that Transaction are not materially less favorable to the Company or such Restricted Subsidiary than those that would have reasonably been expected could be obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All ; (2) in the event that such Affiliate Transactions (and each series Transaction involves aggregate payments, or transfers of related Affiliate Transactions which are similar property or part of a common plan) involving aggregate payments or other property services with a Fair Market Value Value, in excess of $50.0 million shall 5 million, the terms of such Affiliate Transaction will be approved by a majority of the members of the Board of Directors of the Company or such Restricted Subsidiary(including a majority of the disinterested members thereof), as the case may be, such approval to be evidenced by a Board Resolution Resolution, delivered to the Trustee, stating that such the Board of Directors has determined that such transaction complies with the foregoing preceding provisions. If ; and (3) in the Company or any Restricted Subsidiary enters into an event that such Affiliate Transaction (involves aggregate payments, or series transfers of related Affiliate Transactions related to property or services with a common plan) on or after the Issue Date that involves an aggregate Fair Market Value Value, in excess of more than $150.0 15 million, the Company or such Restricted Subsidiary, as the case may be, shallSubsidiary will, prior to the consummation thereof, obtain a favorable opinion as and deliver to the fairness of Trustee an opinion from an Independent Financial Advisor that such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may beAffiliate Transaction is either fair, from a financial point of view, to the Company and its Restricted Subsidiaries or is on terms not materially less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Independent Financial Advisor and file Affiliate of the same with the TrusteeCompany or such Restricted Subsidiary. (b) The restrictions set forth in Section 4.14(aParagraph (a) shall above will not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent Affiliate Transactions with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary (other than a Receivables Subsidiary) or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the IndentureSubsidiaries (other than a Receivables Subsidiary); (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereofreasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including, without limitation, retirement, health, stock option and other benefit plans), indemnification agreements or transactions involving Permitted Liensarrangements, and compensation, employment and severance agreements or arrangements, in each case permitted approved by the IndentureBoard of Directors or senior management of the Company; (63) transactions pursuant to any contract or agreement effected as part of a Qualified Receivables Transaction that are customary in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Dateconnection therewith; (74) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital StockA) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any a Restricted Subsidiary is Qualified Capital Stock of the Company or (other than Disqualified B) the issuance or sale of any Qualified Capital Stock) or any contribution to the common equity capital Stock of the Company; (95) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating Affiliate Transactions undertaken pursuant to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of any contractual obligations or rights in existence on the IndentureIssue Date, (B) transactions with joint ventures and any amendment or Unrestricted Subsidiaries entered into supplement thereto that, taken in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practiceits entirety, in each of clauses (A), (B) and (C) that are fair is not materially less favorable to the Company or its a Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parentSubsidiary, as the case may be, than such contractual obligation or right as in effect on any matter involving such other Personthe Issue Date; (136) Permitted Investments and any Restricted Payments made in compliance with Section 3.9; and (7) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company, directly Company or indirectly, a Restricted Subsidiary owns Capital Stock an equity interest in, or otherwise controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees ; provided that no Affiliate of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of than the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth or a Restricted Subsidiary has a beneficial interest in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisPerson.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other than: than (1x) Affiliate Transactions permitted under paragraph (b) of this Section 4.14(b); and 4.11 and (2y) Affiliate Transactions on terms that are not materially no less favorable to the Company than those that would might reasonably have reasonably been expected obtained or are obtainable in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $50.0 5.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) on involving aggregate payments or after the Issue Date that involves an aggregate Fair Market Value other property with a fair market value in excess of more than $150.0 10.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(aclause (a) shall not apply to: to (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2i) reasonable fees and compensation paid to, to and indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted 65 -57- Subsidiary of the Company as determined in good faith by the Company’s 's Board of Directors or senior management; ; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4ii) transactions exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiary Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries; Subsidiaries or between the Company and/or any Wholly Owned Restricted Subsidiary and Automotive Safety Components Asia-Pacific Ltd., provided that such transactions are not otherwise prohibited by hereunder; (iii) any agreement as in effect as of the Indenture; Issue Date or any amendment thereto or any transaction contemplated thereby (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions including pursuant to any contract amendment thereto) or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) ; and (Civ) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions Payments permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basishereunder.

Limitation on Transactions with Affiliates. (a) The Company will Corporation shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, including the purchase, sale, lease or exchange of any property property, employee compensation arrangements or the rendering of any service) with, or for with any Affiliate of the benefit of, any of its Affiliates Corporation (each, an “Affiliate Transaction”) involving unless the terms thereof (1) are no less favorable to the Corporation or such Restricted Subsidiary than those that could be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate, (2) if such Affiliate Transaction involves aggregate payment or consideration in excess of US $25.0 10 million but less than or equal to US $25 million, other than: (i) are set forth in writing, (ii) have been approved by a majority of the members of the Board of Directors having no personal stake in such Affiliate Transaction and (iii) satisfy the terms of clause (1) of this covenant and (3) if such Affiliate Transactions permitted under Section 4.14(b); and Transaction involves aggregate consideration in excess of US $25 million, (i) (x) have been determined by an Independent Appraiser to be fair to the Corporation and its Restricted Subsidiaries, from a financial standpoint, or (y) satisfy the terms of clause (2) Affiliate Transactions on (ii) of this Section and (ii) satisfy the terms of clauses (1) and (2) (i) of this Section. Notwithstanding the foregoing limitation, the Corporation may enter into or suffer to exist the following: (i) any Restricted Payment made in accordance with Section 3.06; (ii) any transaction or series of transactions between the Corporation and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that are not materially less favorable no more than those that would have reasonably been expected 5% of the Capital Stock in a comparable transaction at any of such time on an arm’s-length basis from a Person that Restricted Subsidiaries is not beneficially owned by an Affiliate of the Company or such Corporation (other than another Restricted Subsidiary. All Affiliate Transactions )); (and each series iii) the payment of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiarycompensation (including, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans) for the personal services of officers, employee stock options or similar plans) consistent with past practice or approved by a majority directors and employees of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company Corporation or any of its Restricted Subsidiary Subsidiaries, so long as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company Corporation in good faith; faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; (4iv) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions transaction pursuant to any contract or agreement in effect existence on the Issue Date, as amended, modified Date between the Corporation and a Wholly Owned Subsidiary or replaced from time between Wholly Owned Subsidiaries; (v) loans and advances to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into employees made in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company Corporation or such direct or indirect parentRestricted Subsidiary, as the case may be; and (vi) any transaction or series of transactions between the Corporation and Norkraft, on any matter involving such other Person; (13) transactions with so long as Norkraft remains a Person that is Restricted Subsidiary owned solely by the Corporation and an Affiliate of the Company entity owned solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisNorkraft employees.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 15.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b)paragraph (b) below; and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 25.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(aparagraph (a) above shall not apply to: (1) employment, consulting, service, severance, termination consulting and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, to and indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the this Indenture; (54) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the this Indenture; (65) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (76) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) 7) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) 8) pledges of Capital Stock of Unrestricted Subsidiaries; (109) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (1110) (A) transactions with customers, clients, suppliers suppliers, joint venture partners or purchasers or sellers of goods or servicesservices (including pursuant to a joint venture agreement), or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the this Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the this ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practicepractice or industry norm, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of a Responsible Officer of the Company’s Board of Directors Company or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (1211) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors or officers is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (1312) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company or a Restricted Subsidiary solely because the CompanyCompany or Restricted Subsidiary owns, directly or indirectlythrough a Restricted Subsidiary, owns Capital Stock inof or warrants, options or other rights to acquire Capital Stock of, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (1513) transactions permitted by, and complying with with, the provisions of Section 5.01; or (1614) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency business; provided that a Responsible Officer of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) Guarantee with, or for the benefit of, any Affiliate (each of its Affiliates (eachthe foregoing, an “"Affiliate Transaction”") involving aggregate payment or consideration in excess of $25.0 5.0 million, other than: unless (1i) such Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions Transaction is on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted SubsidiarySubsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, as the case may beCompany delivers to the Senior Subordinated Notes Trustee a resolution adopted by the majority of the Board of Directors, from a financial point of view, from approving such Affiliate Transaction and set forth in an Independent Financial Advisor and file the same Officers' Certificate certifying that such Affiliate Transaction complies with the Trusteeclause (i) above. (b) The restrictions set forth in provisions of Section 4.14(a4.07(a) shall not apply to: prohibit (1i) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts Payment permitted to be paid pursuant to employee benefit plansSection 4.04, employee (ii) any issuance of securities, or other payments, Guarantees, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors, (iii) the grant of stock options or similar plans) consistent with past practice or rights to employees and directors of the Company pursuant to plans approved by a majority of the disinterested members of the Board of Directors Directors, (iv) loans or a committee comprised advances to employees in the ordinary course of disinterested directors); business in accordance with past practices of the Company, but in any event not to exceed $5.0 million in the aggregate outstanding at any one time, (2v) the payment of reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents to directors of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on who are not employees of the Issue Date; Company or its Subsidiaries, (7vi) any transaction between the entering into Company and a Restricted Subsidiary or between Restricted Subsidiaries, (vii) any transaction effected as part of a customary agreement providing registration rights Qualified Receivables Transaction, (viii) any payment by the Company to Holdings to permit Holdings to pay any Federal, state, local or other taxes that are then actually due and owing by Holdings, (ix) indemnification agreements with, and the direct or indirect shareholders payment of fees and indemnities to, directors, officers and employees of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any its Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case case, in the ordinary course of business and otherwise in compliance with the terms of the Indenturebusiness, (Bx) transactions with joint ventures any employment, compensation, noncompetition or Unrestricted Subsidiaries confidentiality agreement entered into by the Company and its Restricted Subsidiaries with its employees in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A)business, (Bxi) and (C) that are fair to the payment by the Company or of fees, expenses and other amounts to Cypress and its Restricted Subsidiaries Affiliates in connection with the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; Recapitalization, (12xii) transactions between payments by the Company or any of its Restricted Subsidiaries to Cypress and its Affiliates made pursuant to any Person that financial advisory, financing, underwriting or placement agreement, or in respect of other investment banking activities, in each case, as determined by the Board of Directors in good faith, (xiii) any issuance of Capital Stock of the Company (other than Disqualified Stock), (xiv) any agreement as in effect as of the date of this Indenture or any amendment or replacement hereto so long as any such amendment or replacement agreement is an Affiliate solely because one or not more disadvantageous to the Senior Subordinated Noteholders of its directors is also a director of the Senior Subordinated Notes in any material respect than the original agreement as in effect on the Closing Date and (xv) transactions in which the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parentits Restricted Subsidiaries, as the case may be, on any matter involving delivers to the Senior Subordinated Notes Trustee a letter from an Independent Financial Advisor stating that such other Person; (13) transactions with a Person that transaction is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances fair to officers and employees of the Company or any such Restricted Subsidiary from a financial point of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with view or meets the requirements of Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis4.07(a).

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any properties or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate (each of its Affiliates (eachthe foregoing, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million), other thanunless: (1) such Affiliate Transactions permitted under Section 4.14(b)Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary in arm’s-length dealings with an unrelated Person or, if there is no such comparable transaction, on terms that are fair and reasonable to the Company or such Restricted Subsidiary; and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company delivers to the Trustee: (a) with respect to any Affiliate Transaction or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value consideration in excess of $50.0 million shall be approved by 20.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $40.0 million, in addition to the Officers’ Certificate referred to above, a resolution of the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members thereof, 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 Directors); provided, however, that the following shall be deemed not to be Affiliate Transactions: (A) any employment agreement or a committee comprised other employee compensation plan or arrangement entered into by the Company or any of disinterested directors)its Restricted Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary; (2B) reasonable fees transactions between or among the Company and compensation paid to, indemnity provided on behalf of, its Restricted Subsidiaries; (C) Permitted Investments and expenses reimbursed to, Restricted Payments that are permitted by the provisions of this Indenture; (D) loans or advances to officers, directors, employees, consultants or agents directors and employees of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into made in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each practices of clauses (A), (B) and (C) that are fair to the Company or and its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms an aggregate amount not to exceed $500,000 outstanding at least as favorable as might reasonably have been obtained at such time from an unaffiliated partyany one time; (12E) transactions between the Company or any indemnities of its Restricted Subsidiaries officers, directors and any Person that is an Affiliate solely because one or more of its directors is also a director employees of the Company or any direct Restricted Subsidiary permitted by bylaw or indirect parent of the Companystatutory provisions; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person;and (13F) transactions with a Person that is an Affiliate the payment of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel reasonable and similar advances customary regular fees to officers and employees directors of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency who are not employees of the Company and its Subsidiaries and not for the purposes of circumventing or any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisSubsidiary.

Limitation on Transactions with Affiliates. (a) The Company will Holdings shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) Guarantee with, or for the benefit of, any Affiliate (each of its Affiliates (eachthe foregoing, an “"Affiliate Transaction”") involving aggregate payment or consideration in excess of $25.0 5.0 million, other than: unless (1i) such Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions Transaction is on terms that are not materially less favorable to Holdings or the relevant Restricted Subsidiary than those that would have reasonably been expected obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company by Holdings or such Restricted Subsidiary. All Subsidiary with an unrelated Person and (ii) with respect to any Affiliate Transactions (and each Transaction or series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value consideration in excess of $50.0 million 10.0 million, Holdings delivers to the Senior Discount Notes Trustee a resolution adopted by the majority of the Board of Directors, approving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above. (b) The provisions of Section 4.07(a) shall not prohibit (i) any Restricted Payment permitted to be paid pursuant to Section 4.04, (ii) any issuance of securities, or 40 other payments, Guarantees, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors, (iii) the grant of stock options or similar rights to employees and directors of Holdings pursuant to plans approved by the Board of Directors, (iv) loans or advances to employees in the ordinary course of business in accordance with past practices of Holdings, but in any event not to exceed $5.0 million in the aggregate outstanding at any one time, (v) the payment of reasonable fees to directors of Holdings and its Restricted Subsidiaries who are not employees of Holdings or its Subsidiaries, (vi) any transaction between Holdings and a Restricted Subsidiary or between Restricted Subsidiaries, (vii) any transaction effected as part of a Qualified Receivables Transaction, (viii) indemnification agreements with, and the payment of fees and indemnities to, directors, officers and employees of Holdings and its Restricted Subsidiaries, in each case, in the ordinary course of business, (ix) any employment, compensation, noncompetition or confidentiality agreement entered into by Holdings and its Restricted Subsidiaries with its employees in the ordinary course of business, (x) the payment by Holdings of fees, expenses and other amounts to Cypress and its Affiliates in connection with the Recapitalization, (xi) payments by Holdings or any of its Restricted Subsidiaries to Cypress and its Affiliates made pursuant to any financial advisory, financing, underwriting or placement agreement, or in respect of other investment banking activities, in each case, as determined by the Board of Directors in good faith, (xii) any issuance of Capital Stock of Holdings (other than Disqualified Stock), (xiii) any agreement as in effect as of the Company date of this Indenture or any amendment or replacement hereto so long as any such amendment or replacement agreement is not more disadvantageous to the Senior Discount Noteholders of the Senior Discount Notes in any material respect than the original agreement as in effect on the Closing Date and (xiv) transactions in which Holdings or any of its Restricted SubsidiarySubsidiaries, as the case may be, such approval delivers to be evidenced by the Senior Discount Notes Trustee a Board Resolution letter from an Independent Financial Advisor stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related is fair to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company Holdings or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, Subsidiary from a financial point of view, from an Independent Financial Advisor and file view or meets the same with the Trusteerequirements of Section 4.07(a). (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other than: than (1x) Affiliate Transactions permitted under Section 4.14(b); and paragraph (2b) below and (y) Affiliate Transactions on terms that are not materially no less favorable than those that would might reasonably have reasonably been expected obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $50.0 1.0 million shall be approved by the disinterested members of the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution filed with the Trustee stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value fair market value of more than $150.0 5.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(aclause (a) shall not apply to: to (1i) employment, consulting, service, severance, termination reasonable fees and compensation arrangements paid to and agreements indemnity provided on behalf of officers, directors, employees or consultants of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s 's Board of Directors or senior management; ; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4ii) transactions exclusively between or among the Company and any of its Restricted Subsidiary Subsidiaries or exclusively between or among such Restricted Subsidiaries; , provided that such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Indenture; Issue Date or any amendment thereto or any transaction contemplated thereby (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions including pursuant to any contract amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date, as amended, modified or replaced from time to time ; (iv) so long as the amendedno Default or Event of Default has occurred and is continuing, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration amounts paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution its Subsidiaries to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, Brentwood in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance accordance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) Administrative Services Agreement; and (Cv) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions Payments permitted by, and complying with Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the by this Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction or series of related transactions (includingtransactions, without limitationcontract, the purchaseagreement, saleloan, lease advance or exchange of any property or the rendering of any service) Guarantee with, or for the benefit of, any Affiliate of its Affiliates the Company (eacheach of the foregoing, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million), other thanunless: (1i) such Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions Transaction is on terms that are not materially less favorable to the Company or the relevant Subsidiary than those that would could reasonably have reasonably been expected obtained in a comparable arm’s length transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of by the Company or such Restricted Subsidiary. All Subsidiary with an unaffiliated party; (ii) with respect to any Affiliate Transactions (and each Transaction or series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value consideration in excess of $50.0 million shall be approved 5.0 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company or approving such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Board of Directors has determined that such transaction Affiliate Transaction complies with the foregoing provisions. If the Company or clause (i) above; and (iii) with respect to any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an involving aggregate Fair Market Value consideration in excess of more than $150.0 15.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior must obtain and deliver to the consummation thereofTrustee a written opinion of a nationally recognized investment banking, obtain a favorable opinion as to accounting or appraisal firm (an “Independent Financial Advisor”) stating that the fairness of such transaction or series of related transactions is fair to the Company or the relevant such Restricted Subsidiary, as the case may be, from a financial point of view. The foregoing limitation does not limit, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements Restricted Payments that are permitted by the provisions of the Company or any Restricted Subsidiary (including amounts paid this Indenture pursuant to employee benefit plans, employee stock options or similar plansSection 4.7 and Permitted Investments permitted under this Indenture; (2) consistent with past practice or approved by a majority the payment of the disinterested reasonable and customary fees and indemnities and other benefits to members of the Board of Directors (of the Company or a committee comprised of disinterested Restricted Subsidiary who are outside directors); (23) the payment of reasonable fees and customary compensation paid toand other benefits (including retirement, indemnity provided on behalf ofhealth, option, deferred compensation and expenses reimbursed to, officers, directors, employees, consultants or agents other benefit plans) and indemnities to officers and employees of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company thereof in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such and/or its Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) any agreement or (2) thereof) arrangement as in effect on the Issue Date and any amendment or transactions involving Permitted Liens, modification thereto so long as such amendment or modification is not more disadvantageous to the holders of the Notes in each case permitted by the Indentureany material respect; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable contribution of capital to the Company and its Restricted Subsidiaries than those in effect on the Issue DateCompany; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company transactions permitted by, and the performance of such agreementscomplying with, Section 5.1; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with a joint venture, partnership, limited liability company or other entity that would constitute an Affiliate where the only consideration paid by Transaction solely because the Company or any a Restricted Subsidiary is Capital Stock (owns an equity interest in such joint venture, partnership, limited liability company or other than Disqualified Capital Stock) or any contribution to the common equity capital of the Companyentity; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenturecase, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into and on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair not materially less favorable to the Company or its such Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parentSubsidiary, as the case may be, on any matter involving such other Person; (13) transactions as determined in good faith by the Company, than those that could be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person;; and (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (1510) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance effected as part of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisQualified Receivables Transaction.

Limitation on Transactions with Affiliates. (a1) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into sell, lease, transfer or permit to exist otherwise dispose of any transaction of its properties or series of related transactions (includingassets to, without limitation, the purchase, sale, lease or exchange of purchase any property or the rendering of assets from, or enter into any service) contract, agreement, understanding, loan, advance or guaranty with, or for the benefit of, any Affiliate (other than the Company or a Wholly Owned Subsidiary of its Affiliates the Company) (eacheach of the foregoing, an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other thanexcept for: (1) Affiliate Transactions permitted under Section 4.14(b)that, together with all related Affiliate Transactions, have an aggregate value of not more than $2,000,000; and provided, that (2i) Affiliate Transactions such transactions are conducted in good faith and on terms that are not materially no less favorable to the Company or the relevant Restricted Subsidiary than those that would have reasonably been expected obtained in a comparable transaction at such time by the Company or such Restricted Subsidiary on an arm’sarm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All ; and (ii) prior to entering into such transaction the Company shall have delivered to the Trustee an Officers' Certificate certifying to such effect; (2) Affiliate Transactions (and each series of that, together with all related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted SubsidiaryTransactions, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves have an aggregate Fair Market Value value of not more than $150.0 million5,000,000; provided, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. that (bi) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided determines that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, conducted in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect good faith and on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, terms that are no less favorable to the Company and its or the relevant Restricted Subsidiaries Subsidiary than those that would have been obtained in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of comparable transaction at such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid time by the Company or any such Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time an arm's-length basis from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any a Person that is not an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as Restricted Subsidiary; and (ii) prior to entering into such transaction the case may be, on any matter involving Company shall have delivered to the Trustee an Officers' Certificate certifying to such other Person;effect; and (133) transactions with a Person that is an Affiliate of Transactions for which the Company solely because delivers to the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances Trustee an opinion as to officers and employees of the fairness to the Company or any such Restricted Subsidiary from a financial point of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance view issued by an investment banking firm of any consolidated group national standing or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose case of the consolidated tax efficiency 42 sale or lease of the Company and its Subsidiaries and not for the purposes real property, an appraisal from an MAI certified appraiser employed by a real estate appraisal firm of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisnational standing.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any Affiliate of its Affiliates the Company (each, each an “"Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million"), other than: than (1x) Affiliate Transactions permitted under paragraph (b) of this Section 4.14(b); and 4.11 and (2y) Affiliate Transactions on terms that are not materially no less favorable to the Company or such Restricted Subsidiary than those that would might reasonably have reasonably been expected obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $50.0 1.0 million shall be approved by a majority of the Board of Disinterested Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board majority of Disinterested Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value fair market value of more than $150.0 7.5 million, or more than $1.0 million and the Company does not have any Disinterested Directors, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(aclause (a) shall not apply to: to (1i) employment, consulting, service, severance, termination reasonable fees and compensation arrangements paid to and agreements indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s 's Board of Directors or senior management; ; (3ii) payments transactions exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided, such transactions are not otherwise prohibited by this Indenture; (iii) the existence of or performance by the Company or any Restricted Subsidiary under any agreement as in effect as of the Issue Date or any amendment thereto or any replacement agreement therefor or any transaction contemplated thereby (including pursuant to any amendment thereto or any replacement agreement therefor) so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (iv) Restricted Payments permitted by this Indenture; (v) payment of customary annual management, consulting and advisory fees and related expenses to the Principals and their Affiliates; (vi) the payment of all fees and expenses related to the Recapitalization; (vii) loans (or cancellation to employees of loans) to officers, directors, employees or consultants that the Company and its Subsidiaries which are approved by a majority of the Board of Directors of the Company in good faith; ; (4viii) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock equity incentives or equity-based incentives (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stocksuch as stock appreciation rights) or the granting or payment of any contribution other compensation or benefit to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, employees or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director officers of the Company or any direct or indirect parent of the CompanySubsidiary; provided that none of such director abstains from voting as a director employees or officers are Affiliates of any person owning more than 50% of the Company issued and outstanding capital stock (or such direct rights to acquire capital stock) of Holdings (a "Majority Stockholder"); and (ix) employment or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions consulting agreements or arrangements entered into with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted by, and complying with Section 5.01; or (16) the formation and maintenance Persons who are not Affiliates of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisMajority Stockholder.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with any Affiliate of the rendering Company unless (i) such transaction or series of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions related transactions is on terms that are not materially no less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of to the Company or such Restricted Subsidiary, as the case may be, such approval than would be available in a comparable transaction in arm's-length dealings with an unrelated third party, (ii) with respect to be evidenced by a Board Resolution stating that such Board transaction or series of Directors has determined related transactions involving payments in excess of $1,000,000 in the aggregate, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction clause (i) above, and (iii) with respect to a transaction or series of related Affiliate Transactions related to a common plan) on or after transactions involving payments in excess of $5,000,000 in the Issue Date that involves an aggregate Fair Market Value of more than $150.0 millionaggregate, the Company or such Restricted Subsidiary, as the case may be, shall, prior delivers an Officers' Certificate to the consummation thereof, obtain a favorable opinion as to the fairness of Trustee certifying that (A) such transaction complies with clause (i) above and (B) such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(a) shall not apply to: (1) employment, consulting, service, severance, termination and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or has been approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary as determined in good faith by the Company’s Board of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority directors of the Board of Directors of the Company in good faith;Company. (4b) transactions exclusively between or among The limitations of the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiaries; provided that such transactions are preceding subsection do not otherwise prohibited by the Indenture;apply to: (5) Restricted Payments, Permitted Investments (other than clauses (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to any contract or agreement in effect on the Issue Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; (7i) the entering into payment of a reasonable and customary agreement providing registration rights regular fees to the direct or indirect shareholders directors of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving such other Person; (13) transactions with a Person that is an Affiliate of the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and who are not employees of the Company or any of its Restricted Subsidiaries made consistent with past practicesSubsidiaries; (15ii) indemnities of officers and directors of the Company or any Subsidiary consistent with such Person's bylaws and applicable statutory provisions; (iii) any employee compensation and other benefit arrangements entered into by the Company or any of its Subsidiaries in the ordinary course of business; (iv) relocation allowances, advances and loans made to officers, directors and employees of the Company and its Restricted Subsidiaries provided such items do not exceed $2,500,000 in the aggregate at any one time outstanding; (v) transactions permitted by, among the Company and complying its Restricted Subsidiaries; (vi) loans constituting Restricted Payments made pursuant to and in compliance with Section 5.014.04(b)(v); orand (16vii) the formation gas gathering agreement between the Company and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes the Existing Unrestricted Subsidiary as in effect on the Series A Issue Date and oil and gas operating agreements entered into in the ordinary course of business or other transactions undertaken for by the purpose of Company and its Restricted Subsidiaries in a manner consistent with the consolidated tax efficiency current practice of the Company and its Restricted Subsidiaries and not for as of the purposes of circumventing any covenants set forth Issue Date so long as such operating agreements are in a form customary in the Indenture; provided that the Board of Directors determines in good faith that the formation Oil and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basisGas Business.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectlysell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate (each of its Affiliates (eachthe foregoing, an “"Affiliate Transaction”"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payment or consideration in excess of $25.0 million500,000, other than: (1) Affiliate Transactions permitted under Section 4.14(b); and (2) Affiliate Transactions on terms that are not materially less favorable than those that would have reasonably been expected in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate resolution of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $50.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary enters into an Affiliate Transaction (or series of related Affiliate Transactions related to a common plan) on or after the Issue Date that involves an aggregate Fair Market Value of more than $150.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in Section 4.14(aan Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) shall not apply to: (1) employment, consulting, service, severance, termination above and compensation arrangements and agreements of the Company or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock options or similar plans) consistent with past practice or that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors (or a committee comprised of disinterested directors); (2) reasonable fees and compensation paid to, indemnity provided on behalf of, and expenses reimbursed to, officers, directors, employees, consultants or agents of the Company and (b) with respect to any Affiliate Transaction or any Restricted Subsidiary series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as determined in good faith to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by the Company’s Board an accounting, appraisal or investment banking firm of Directors or senior management; (3) payments or loans (or cancellation of loans) to officers, directors, employees or consultants that are approved by a majority of the Board of Directors of the Company in good faith; (4) transactions exclusively between or among the Company and any Restricted Subsidiary or exclusively between or among such Restricted Subsidiariesnational standing; provided that such transactions are the following shall not otherwise prohibited by the Indenture; (5) Restricted Payments, Permitted Investments (other than clauses be deemed Affiliate Transactions: (1) or (2) thereof) or transactions involving Permitted Liens, in each case permitted by the Indenture; (6) transactions pursuant to the Senior Credit Facilities; (2) customary investment banking or financial advisory services rendered by CIBC Wood Gundy Securities Corp. or Onyx Partners, Inc. or any contract of their respective affiliates; (3) transactions under the ▇▇▇▇▇▇ Lease (as such agreement may be amended or replaced, so long as any amounts paid under such amended or replacement agreement do not exceed the amounts payable under such agreement as in effect on the Issue Issuance Date, as amended, modified or replaced from time to time so long as the amended, modified or replacements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; ); (74) the entering into of a customary agreement providing registration rights to the direct or indirect shareholders of the Company and the performance of such agreements; (8) the issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to any Person or any transaction with an Affiliate where the only consideration paid payments made by the Company or any of its Restricted Subsidiary is Capital Stock (other than Disqualified Capital Stock) or any contribution Subsidiaries pursuant to the common equity capital of the Company; (9) pledges of Capital Stock of Unrestricted Subsidiaries; (10) sales of Receivables Assets, or participations therein, or any related transaction, in connection with any Qualified Receivables Transaction or Permitted Factoring Transaction; (11) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the IndentureConsulting and Strategic Services Agreement (as such agreement may be amended or replaced, so long as any amounts paid under such amended or replacement agreement do not exceed the amounts payable under such agreement as in effect on the Issuance Date); (B5) transactions with joint ventures or Unrestricted Subsidiaries pursuant to the Shareholders Agreement and the Registration Rights Agreement, each as in effect on the Issuance Date; (6) any employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice or industry norm or (C) any management services or support agreement entered into on terms consistent with past practice, in each of clauses (A), (B) and (C) that are fair to the Company or its Restricted Subsidiaries in the good faith determination of the Company’s Board of Directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (12) transactions between the Company or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Company or any direct or indirect parent of the Company; provided that such director abstains from voting as a director of the Company or such direct or indirect parentRestricted Subsidiary, as the case may be, on any matter involving such other Person; (137) transactions with a Person that is an Affiliate of between or among the Company solely because the Company, directly or indirectly, owns Capital Stock in, or controls, such Person; (14) commission, payroll, travel and similar advances to officers and employees of the Company or any of and/or its Restricted Subsidiaries made consistent with past practices; (15) transactions permitted bySubsidiaries, and complying with (8) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 5.01; or (16) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Company and its Subsidiaries and not for the purposes of circumventing any covenants set forth in the Indenture; provided that the Board of Directors determines in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Company and will not result in the Company and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone basis4.07.