Common use of Limitation on Transactions with Affiliates Clause in Contracts

Limitation on Transactions with Affiliates. The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or property or the rendering of any service), with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on terms that, taken as a whole, are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-length transaction with third parties that are not Affiliates; (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein).

Limitation on Transactions with Affiliates. The Issuer Except as otherwise permitted by this Indenture, neither the Company nor any of its Restricted Subsidiaries shall notmake any Investment, and shall 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 suffer to exist amend any transaction contract, agreement or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or property or the rendering of any service), understanding with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments Company or consideration in excess any of £5.0 million its Restricted Subsidiaries, unless such transaction or series of transactions is entered into in good faith and: (ai) such transaction or series of transactions is in the best interests of the 51 57 Company or such Restricted Subsidiary based on all relevant facts and circumstances; (ii) such transaction or series of transactions is fair to the Company or such Restricted Subsidiary and on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-transaction on an arms' length transaction with third parties basis from a Person that are is not Affiliates; an Affiliate of the Company or any of its Restricted Subsidiaries; and (biii) (a) with respect to any a transaction or series of related transactions involving aggregate payments or the transfer in excess of assets or provision of services, in each case having a value greater than £10.0 million$2,500,000, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by shall approve such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related 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 the transfer of assets or the provision of services, in each case having a value greater than £30.0 million$10,000,000, the Issuer shall deliver to the Trustee Company receives a written opinion from a nationally recognized investment bank or valuation firm or, with respect to a transaction requiring the valuation of an accountingreal property, appraisala nationally recognized real estate appraisal firm, investment banking or advisory firm of international standing stating that the such transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary Company from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will The foregoing limitation shall not apply to: : (i) customary directors’ fees, indemnification and similar arrangements (including the any payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation money or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances Company or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person Company pursuant to employment agreements or solely because arrangements and employee benefit plans, including reimbursement or advancement of out-of-pocket expenses and directors' and officers' liability insurance; (ii) reasonable and customary payments and other benefits (including indemnification) PROVIDED to directors for service on the Issuer Board of Directors of the Company or a any of its Restricted Subsidiaries and reimbursement of expenses related thereto; or (iii) transactions between the Company and any Restricted Subsidiary of the Issuer has the right to designate Company, or between one or more members Restricted Subsidiary of the Board Company and another Restricted Subsidiary of Directors or similar governing body the Company, PROVIDED that not more than 20% of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring Restricted Subsidiary is owned by any Affiliate of the Towergate group Company or any of its Restricted Subsidiaries (including actions pursuant to other than the Company or contemplated by a Wholly-Owned Subsidiary of the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to thereinCompany).

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), with, or for the benefit of, services) with any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million Company unless such transaction or series of transactions is entered into in good faith and: (a1) such transaction or series of transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained reasonably be obtainable at such time in a comparable arm’stransaction in arm's-length dealings with an unrelated third party, and (2) the Company delivers to the Trustee (a) with respect to any transaction or series of transactions involving aggregate payments in excess of $1,000,000, an Officers' Certificate certifying that such transaction or series of related transactions complies with third parties that are not Affiliates; clause (1) above and (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer in excess of assets or provision of services, in each case having a value greater than £10.0 $2.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Officers' Certificate to the Trustee) resolving certifying that such transaction complies with clause (a) above and that the fairness or series of such transaction related transactions has been approved by a majority of the Disinterested members of the Board of Directors of the Company (or and approved by a majority of the Independent Directors or, in the event there is only one Disinterested Independent Director, by such Disinterested Independent Director) of the Issuer’s Board of Directors; and ), and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer in excess of assets or the provision of services, in each case having a value greater than £30.0 $10.0 million, the Issuer shall deliver an opinion as to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair fairness to the Issuer or such Restricted Subsidiary Company from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description view issued by an investment banking firm of national standing. (b) Section 4.14(a) will not apply to: to (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, or compensation or employee benefit arrangementsarrangements with any officer, director or employee of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business (including stock options customary benefits thereunder and including reimbursement or legal feesadvancement of out-of-pocket expenses, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; director's and officer's liability insurance); (ii) any transaction entered into by or among the Company or one of its Restricted Payments not prohibited by Section 4.08 Subsidiaries with one or more Restricted Subsidiaries of the making of an Investment that is a Permitted Investment; Company; (iii) agreements any transaction permitted by Section 4.11(b); and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock optionspermitted by, and stock ownership planscomplying with, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Article Five.

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or into, suffer to exist exist, renew or extend any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), with, or for the benefit of, services) with any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million Company unless such transaction or series of transactions is entered into in good faith and: (ai) such transaction or series of transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained reasonably be obtainable at such time in a comparable arm’stransaction in arm's-length transaction dealings with an unrelated third parties that are not Affiliates; party, and (bii) the Company delivers to the Trustee (A) with respect to any transaction or series of related transactions involving aggregate payments or the transfer in excess of assets or provision of services$500,000, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Officers' Certificate to the Trustee) resolving certifying that such transaction or series of related transactions complies with clause (ai) above and (B) with respect to any transaction or series of transactions involving aggregate payments in excess of $2.0 million, an Officers' Certificate certifying that the fairness of such transaction or series of related transactions has been approved by a majority of the Disinterested members of the Board of Directors of the Company (or and approved by a majority of the Independent Directors or, in the event there is only one Disinterested Independent Director, by such Disinterested Independent Director), and (iii) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments in excess of $5.0 million, an opinion as to the fairness to the Company from a financial point of view issued by an investment banking firm of national standing. (b) Section 4.14(a) will not apply to (i) employment agreements or compensation or employee benefit arrangements with any officer, director or employee of the transfer Company or any of assets its Restricted Subsidiaries entered into in the ordinary course of business (including customary benefits thereunder and including reimbursement or advancement of out-of-pocket expenses, and director's and officer's liability insurance); (ii) the provision expense sharing arrangement between the Company and Weinberg Capital Corporation regarding the expenses incurred with resp▇▇▇ ▇▇ ▇he Company's Cleveland, Ohio headquarters; (iii) any transaction entered into by or among the Company or one of its Restricted Subsidiaries with one or more Restricted Subsidiaries of the Company; (iv) any transaction permitted by Section 4.11(b); (v) transactions permitted by, and complying with, Article Five; and (vi) transactions with suppliers or other purchases or sales of goods or services, in each case having a value greater than £30.0 millionin the ordinary course of business (including, the Issuer shall deliver to the Trustee a written opinion of an accountingwithout limitation, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer joint venture agreements) and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding otherwise in compliance with the other provisions terms of this Indenture; (viii) transactions between or among Indenture which, in the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members reasonable determination of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant Company, are on terms no less favorable to the Company or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)its Restricted Subsidiaries than those that could reasonably have been obtained at such time from an unaffiliated party.

Limitation on Transactions with Affiliates. The Issuer Partnership shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, transfer, disposition, purchase, exchange or lease of assets or assets, property or services), other than as provided for, as of the rendering date of any service)this Indenture, in the Operative Agreements, with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million Partnership, unless (1) such transaction or series of related transactions is entered into in good faith and: between the Partnership and its Wholly Owned Restricted Subsidiaries or between two Wholly Owned Restricted Subsidiaries or (2) (a) such transaction or series of related transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Partnership or such Restricted Subsidiary, as the case may be, than those that could which would have been obtained in a comparable arm’s-length transaction with third parties that at such time from Persons who are not Affiliates; Affiliates of the Partnership or a Restricted Subsidiary and (b) with respect to any a transaction or series of related transactions involving aggregate payments or the transfer of assets value equal to or provision of services, in each case having a value greater than £10.0 $50 million, the Issuer Partnership shall deliver a resolution of its Board of Directors (set out in have delivered an Officer’s Certificate to the Trustee) resolving Trustee certifying that such transaction or series of transactions complies with the preceding clause (a) above and that the fairness of such transaction or series of transactions has been approved by a majority of the Board of Directors of the General Partner (including a majority of the Disinterested Directors Directors); provided, however, that this Section 10.11 will not restrict the Partnership, any Restricted Subsidiary or the General Partner from entering into (A) any employment agreement, stock option agreement, restricted stock agreement or other similar agreement in the event there is only one Disinterested Directorordinary course of business, (B) any transactions permitted by such Disinterested Director) the provisions of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions this Indenture set forth in this description will not apply to: Sections 10.10 hereof; (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (iiC) any Restricted Payments not prohibited by Section 4.08 or transactions in the making ordinary course of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date business in connection with reinsuring the restructuring self-insurance programs or other similar forms of retained insurable risks of the Towergate group Partnership or (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)D) any Accounts Receivable Securitization.

Limitation on Transactions with Affiliates. The Issuer shall not, and shall not permit any (a) No Restricted Subsidiary toGroup Member shall, directly or indirectly, enter into into, renew or suffer to exist extend any transaction or series of related transactions (including, without limitation, the purchase, sale, purchaselease or exchange of property or assets, exchange or lease of assets or property or the rendering of any service), with, ) with any holder (or for any Person known by the benefit of, Company or NII to be an Affiliate of such holder) of 5% or more of any class of Capital Stock of NII or with any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on any Restricted Group Member, except upon fair and reasonable terms that, taken as a whole, are not materially no less favorable to the Issuer or such Restricted SubsidiaryGroup Member than could be obtained, as at the case may betime of such transaction or, than those that could have been obtained if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with third parties a Person that are is not Affiliatessuch a holder or an Affiliate; provided, that the foregoing limitation does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors of NII as evidenced by a Board Resolution of NII, or (B) for which a Restricted Group Member delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to such Restricted Group Members from a financial point of view; (2) any transaction solely between NII and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries of NII, other than transactions involving NII Brazil; (3) any transaction solely between the entities comprising NII Brazil; (4) the payment of fees to, and the provision of reasonable and customary indemnity on behalf of, directors of the Company, NII and NII’s Restricted Subsidiaries in respect of their capacity as such; (5) any Restricted Payment permitted by Section 4.04; (6) payments and other transactions contemplated by the Overhead Services Agreement, the Spectrum Sharing Agreement, the Standstill Agreement, or the Trademark License Agreement, each case as in effect on the Effective Date; or (7) any transaction between any Restricted Group Member and Nextel or any Subsidiary of Nextel; provided, that such transaction is on an arm’s-length basis and in the ordinary course of business. (b) with respect to Notwithstanding the foregoing, any transaction or series of related transactions permitted by Section 4.08(a) and not covered by clauses (2) through (6) of Section 4.08(a) and involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 consideration which exceeds $10 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been must be approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments determined to be fair consideration therefor; in the manner provided in clauses (iiA) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (yB) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to thereinSection 4.08(a)(1).

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not enter, and shall not permit any of its Subsidiaries to enter, directly or indirectly, into any transaction or series of related transactions with any Affiliate of the Company (other than (x) the making of a Restricted Payment or Restricted Investment otherwise permitted by Section 4.10 or those transactions specifically permitted by Section 4.10(b), (y) transactions between or among Non-Recourse Subsidiaries of the Company or (z) transactions between or among the Company and its Subsidiaries (other than Non-Recourse Subsidiaries)) including, without limitation, any loan, advance or investment or any purchase, sale, lease or exchange of property or the rendering of any service, unless the terms of such transaction or series of transactions are set forth in writing and at least as favorable as those available in a comparable transaction in arms-length dealings from an unrelated Person; provided that (i) if any such transaction or series of related transactions (other than any purchase or sale of inventory in the ordinary course of business, but including entering into any long-term arrangement involving the purchase of granules or glass fiber from, or the provision of management services of the type currently provided under the Management Agreement by, an Affiliate of the Company, including ISP or a Subsidiary thereof) involves aggregate payments or other consideration in excess of $10,000,000, such transaction or series of related transactions shall be approved (and the value of any non-cash consideration shall be determined) by a majority of those members of the Board of Directors of the Company or such Subsidiary, as the case may be, having no personal stake in such business, transaction or transactions; and (ii) in the event that such transaction or series of related transactions (other than any purchase or sale of inventory in the ordinary course of business or other than purchases of granules or glass fiber from an Affiliate of the Company, including ISP or a Subsidiary thereof) involves aggregate payments or other consideration in excess of $35,000,000 (with the value of any non-cash consideration being determined by a majority of those members of the Board of Directors of the Company or such Subsidiary, as the case may be, having no personal stake in such business, transaction or transactions), the Company or such Subsidiary, as the case may be, shall have also received a written opinion from a nationally recognized investment banking firm that such transaction or series of related transactions is fair to the shareholders, in their capacity as such, of the Company or such Subsidiary from a financial point of view and such opinion has been delivered to the Trustee; provided further, in the event that each member of the Board of Directors of the Company or the Subsidiary, as the case may be, proposing to engage in a transaction or series of related transactions described in the preceding proviso has a personal stake in such business, transaction or transactions, the Company or such Subsidiary may enter into such transaction or series of transactions if the Company or such Subsidiary, as the case may be, shall have received the written opinion of a nationally recognized investment banking firm that the terms thereof, from a financial point of view, are fair to the shareholders of the Company or such Subsidiary, in their capacity as such (the determination as to the value of any non-cash consideration referred to in the preceding proviso to be made by such investment banking firm), and such opinion shall have been delivered to the Trustee. (b) Section 4.12(a) shall not prevent the following: (1) the purchase of granules from an Affiliate of the Company, including ISP or a Subsidiary of ISP, provided that (a) subject to Section 4.12(c), the price and other terms shall not be less favorable to the Company than those set forth in the Granules Contracts or (b) a nationally recognized investment banking firm or accounting firm has delivered a written opinion to the Company to the effect that either the terms thereof are fair to the Company from a financial point of view or are on terms at least as favorable to the Company as those available in comparable transactions in arms-length dealings from an unrelated third party; (2) the continuance of the Management Agreement (including with an Affiliate of the Company other than ISP) (a) in accordance with its terms or on terms no less favorable to the Company than those contained in the Management Agreement or (b) on other terms provided that the Company shall have received the written opinion of a nationally recognized investment banking firm or accounting firm that either the terms thereof, from a financial point of view, are fair to the Company or are on terms at least as favorable to the Company as those available in comparable transactions in arms-length dealings from an unrelated Person; (3) any transaction between the Company or a Subsidiary thereof and its own employee stock ownership or benefit plan; (4) any transaction with an officer or director of the Company or any Subsidiary of the Company entered into in the ordinary course of business (including compensation or employee benefit arrangements with any such officer or director); (5) any business or transactions with an Unrestricted Affiliate; (6) borrowings by the Company or its Subsidiaries from Affiliates of the Company; provided that such loans are unsecured, are prepayable at any time without penalty, contain no restrictive covenants and the effective cost of borrowings thereunder do not exceed the interest rate then in effect from time to time under the Credit Agreement or any Refinancings thereof (or, if such agreement is not outstanding, under the unsecured bank debt of the Company); (7) payments made pursuant to the Tax Sharing Agreement; or (8) purchases made pursuant to the Glass Fiber Contract; provided that the terms of such contract are set forth in writing and are at least as favorable to the Company as those available in a comparable transaction in arms-length dealings with an unrelated Person. (c) The Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly amend, modify or indirectly, enter into or suffer to exist waive any transaction or series provision of related transactions (including, without limitationthe Tax Sharing Agreement, the sale, purchase, exchange or lease of assets or property Granules Contracts or the rendering Glass Fiber Contract in any manner which is significantly adverse to the Company or the holders of the Notes (it being understood that an extension or modification of any service), with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments Granules Contracts (or consideration in excess of £5.0 million unless such transaction any similar granules purchase contract) or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is the Glass Fiber Contract on terms that, taken at least as a whole, are not materially less favorable to the Issuer Company as those available at the time of the extension or modification (or any such Restricted Subsidiary, as the case may be, than those that could have been obtained new agreement) in a comparable arm’stransaction in arms-length transaction dealings with third parties that are an unrelated Person shall not Affiliates; (b) with respect be deemed significantly adverse to any transaction or series of related transactions involving aggregate payments the Company or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to thereinHolders).

Limitation on Transactions with Affiliates. (a) The Issuer shall Company will not, and shall will not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, purchase, lease or exchange or lease of assets or any property or the rendering of any service), ) with, or for the benefit of, any Affiliate of the Issuer its Affiliates involving aggregate payments payment or consideration in excess of £5.0 $25.0 million unless such transaction or series of transactions is entered into in good faith and: (aeach, an “Affiliate Transaction”), other than: (x) such transaction or series of transactions is Affiliate Transactions permitted under Section 412(b); and (y) Affiliate Transactions on terms that, that taken as a whole, whole 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 or, such Affiliate Transaction is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view. 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 such approval to be evidenced by a Board Resolution stating that could have been obtained in a comparable arm’s-length transaction with third parties that are not Affiliates; (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its such Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving has determined that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall foregoing provisions. The Company will deliver to the Trustee a written opinion an Officer’s Certificate certifying such Board Resolution. (b) The restrictions of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will Section 412(a) shall not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums)employment, consulting fees, employee salaries, bonuses, employment and compensation arrangements and agreements and arrangements, compensation of the Company or employee benefit arrangements, including stock options any Restricted Subsidiary consistent with past practice or legal fees, so long as approved by a majority of the Issuer’s disinterested members of the Board of Directors has approved of the terms thereof and deemed the services theretofore Company (or thereafter to be performed for such compensation or payments to be fair consideration therefora committee comprised of disinterested directors); (ii) reasonable fees and compensation paid to, and indemnity provided on behalf of, current or former officers, directors, employees, consultants or agents of the Company or any Restricted Payments not prohibited Subsidiary as determined in good faith by Section 4.08 the Company’s Board of Directors or the making of an Investment that is a Permitted Investmentsenior management; (iii) transactions exclusively between or among the Company and any of the Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries or an entity that becomes a Restricted Subsidiary as a result of such transaction; provided that such transactions are not otherwise prohibited by this Indenture; (iv) Restricted Payments, Permitted Investments or Permitted Liens permitted by this Indenture; (v) transactions pursuant to agreements and or arrangements existing in effect on the date of this Indenture and Issue Date or any amendment, modification modification, or supplement thereto; provided that any thereto or replacement thereof, as long as such amendmentagreement or arrangement, modification as so amended, modified, supplemented or supplement to the terms thereof replaced, taken as a whole, is not materially more disadvantageous to the Holders in any material respect of the Notes than the original agreement or arrangement as in effect existence on the Issue Date; (ivvi) transactions with respect to which 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; (vii) any transaction with a Person (other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person entered into in the ordinary course of business; (viii) the sale, issuance or transfer of Equity Interests (other than Disqualified Capital Stock or Preferred Stock) of the Company or a Restricted Subsidiary to any person and the granting and performance of customary registration rights; (a) payments or loans (or cancellation of loans) or advances to employees, officers, directors, members of management, consultants or independent contractors (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company or any of its Restricted Subsidiaries and collective bargaining agreements, employment agreements, severance arrangements, compensatory (including profit sharing) arrangements, stock option plans, benefit plan, health, disability or similar insurance plan and other similar arrangements with such employees, officers, directors, managers, members of management, consultants or independent contractors (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) in each case, for bona fide business purposes and (b) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with future, present or former employees, officers, directors, members of management, consultants or independent contractors approved by the Board of Directors (or equivalent governing body) of the Company or any Restricted Subsidiary in good faith; (x) any transaction effected as part of a Permitted Receivables Financing; (xi) any transaction between the Company or any Restricted Subsidiary and any Person, a director of which is also a director or officer of the Company or any Restricted Subsidiary; provided, however, that such director abstains from voting as a director of the Company or such Restricted Subsidiary, as the case may be, on any matter involving such other Person; (xii) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Company in an Officer’s Certificate) for the purposes of improving the consolidated tax efficiency of the Company and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; (xiii) pledges of Equity Interests of Unrestricted Subsidiaries; (xiv) (i) transactions with Joint Ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business and (ii) any payments to or from, and transactions with any Joint Venture or any variable interest entity in the ordinary course of business and consistent with past practice (including, without limitation, any Cash Management Obligations related thereto); (xv) licenses of, or other grants of rights to use, intellectual property granted by the Company or any Restricted Subsidiary in the ordinary course of business or consistent with industry practice; (xvi) contemporaneous purchases and/or sales by (a) the Company or any of its Restricted Subsidiaries and (b) an Affiliate, of assets, Capital Stock, bonds, notes, debentures or other debt securities, and bank loans, participations or similar obligations at substantially the same price; (xvii) investments by Affiliates in Indebtedness of the Company or any of its Subsidiaries, so long as non-Affiliates were also offered the opportunity to invest in such Indebtedness, and transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, to the extent 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; and (xviii) any payments or other transactions transaction pursuant to a any tax sharing agreement between the Issuer Company and any other Person with which the Issuer Company files a consolidated tax return or with which the Issuer Company is part of a consolidated group for tax purposes or purposes; provided that (i) such payments shall not exceed the amount of any tax advantageous group contribution made pursuant such taxes that the Company and its Subsidiaries would have been required to applicable legislation; (v) the issuance of securities pursuant topay on a separate company basis, or on a consolidated basis as if the Company had filed a consolidated return on behalf of an affiliated group of which it were the common parent and of which the includable Subsidiaries were members for the purpose of the funding ofall applicable tax periods, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (viii) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction payments with respect to the taxable income of Unrestricted Subsidiaries shall be permitted only to the extent that cash distributions were made by any Deeply Subordinated Funding in compliance with Unrestricted Subsidiary to the other provisions of this Indenture; (viii) transactions between Company or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a any Restricted Subsidiary of for such purpose and (iii) any such payments shall only be permitted to the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right extent they relate to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about taxes that are paid after the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein“Consolidated Tax Payments”).

Limitation on Transactions with Affiliates. (a) The Issuer shall Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into into, renew or suffer to exist extend any transaction or series of related transactions (including, without limitation, the purchase, sale, purchaselease or exchange of property or assets, exchange or lease of assets or property or the rendering of any service), with, ) with a Related Person or for the benefit of, with any Affiliate of the Issuer involving aggregate payments Company or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on any Restricted Subsidiary, except upon fair and reasonable terms that, taken as a whole, are not materially no less favorable to the Issuer Company or such Restricted SubsidiarySubsidiary than could be obtained, as at the case may betime of such transaction or, than those that could have been obtained if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-arm’s length transaction with third parties a Person that are is not Affiliates;such a Related Person or an Affiliate. (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer The foregoing limitation does not limit and shall deliver a resolution of its Board of Directors not apply to: (set out in an Officer’s Certificate to the Trustee1) resolving that such transaction complies with clause transactions: (aA) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) disinterested members of the IssuerCompany’s Board of DirectorsDirectors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; andor (cB) in for which the case that there are no Disinterested Directors Company or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver Restricted Subsidiary delivers to the Trustee a written opinion of an accounting, appraisal, a nationally recognized investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to: (i2) customary any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors’ fees, indemnification and similar arrangements (including employees or consultants of the payment Company or any Restricted Subsidiary of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long the Company as determined in good faith by the IssuerCompany’s Board of Directors has approved the terms thereof and deemed the services theretofore (or thereafter to be performed for such compensation a committee thereof) or payments to be fair consideration thereforsenior management; (ii4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and any issuance of securities, or other payments, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment4.04; (iii10) agreements and arrangements existing on the date sales of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant toaccounts receivable, or for the purpose of the funding ofparticipations therein, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of in connection with any Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management FeesReceivables Financing; or (xi11) the Escrow Transactions. Notwithstanding the foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (11) of this Section 4.07(b), (a) the aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to occur on be fair in the manner provided for in clause (1)(A) or about (1)(B) above and (b) the Issue Date aggregate amount of which exceeds $50 million in connection with value, must be determined to be fair in the restructuring of the Towergate group manner provided for in clause (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)1)(B) above.

Limitation on Transactions with Affiliates. (a) The Issuer shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or property or the rendering of any service), with, or for the benefit of, any Affiliate of the Issuer or any Restricted Subsidiary’s Affiliate involving aggregate payments or consideration in excess of £$5.0 million unless such transaction or series of transactions is entered into in good faith andunless: (ai) such transaction or series of transactions is on terms that, taken as a whole, are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-arm’s length transaction with third parties that are not AffiliatesAffiliates (as determined in good faith by the Board of Directors or a member of senior management of the Issuer); (bii) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 $25.0 million, the Issuer shall deliver will obtain a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving certifying that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and (ciii) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 $50.0 million, the Issuer shall deliver to the Trustee will obtain a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing, or other recognized independent expert of international standing with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required, stating that the transaction or series of transactions is (A) fair to the Issuer or such Restricted Subsidiary from a financial point of view. view taking into account all relevant circumstances or (B) on terms not less favorable than might have been obtained in a comparable transaction at such time on an arm’s length basis from a Person who is not an Affiliate. (b) Notwithstanding the foregoing, the restrictions set forth in this description Section 4.11(a) will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long fees (as determined in good faith by the Issuer’s Board of Directors has approved or a member of senior management of the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration thereforIssuer); (ii) any employment agreement, collective bargaining agreement, consultant, employee benefit arrangements with any employee, consultant, officer or director of the Issuer or any Restricted Subsidiary, including under any stock option, stock appreciation rights, stock incentive or similar plans, entered into in the ordinary course of business; (iii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a 4.07 and Permitted InvestmentInvestments; (iiiiv) agreements and arrangements existing transactions pursuant to, or contemplated by any agreement or arrangement in effect on the date of this Indenture Issue Date and transactions pursuant to any amendment, modification modification, supplement or supplement extension thereto; provided that any such amendment, modification modification, supplement or supplement extension to the terms thereof is not more materially disadvantageous to the Holders in any material respect of the Notes than the original agreement or arrangement as in effect on the Issue Date; (ivv) any payments or transactions with a Person (other transactions pursuant to a tax sharing agreement between than an Unrestricted Subsidiary) that is an Affiliate of the Issuer and any other Person with which solely because the Issuer files owns, directly or through a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant toRestricted Subsidiary, Capital Stock in, or for the purpose of the funding ofcontrols, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directorssuch Person; (vi) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Issuer or the Restricted Subsidiaries or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person, in each case, as determined in good faith by the Board of Directors or a member of senior management of the Issuer; (vii) the payment of reasonable fees and indemnities to employees, officers and directors of the Issuer and its Restricted Subsidiaries in the ordinary course of business; (viii) any issuance of Redeemable Capital Stock of the Issuer to Affiliates of the Issuer which is permitted under Section 4.09; (ix) the granting and performance of registration rights for the Issuer’s and its Restricted Subsidiaries’ securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this IndentureIssuer; (viiixi) Management Advances; and (xii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein).

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions (includingincluding the purchase, without limitation, the sale, purchasetransfer, assignment, lease, conveyance or exchange or lease of assets or property any Property or the rendering of any service), ) with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith andCompany (an "AFFILIATE TRANSACTION"), unless: (a1) the terms of such transaction Affiliate Transaction are (A) fair and reasonable to the Company or series of transactions is on terms thatsuch Restricted Subsidiary, taken as a wholethe case may be, are not materially and (B) no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been be obtained in a comparable arm’sarm's-length transaction with third parties a Person that are is not Affiliatesan Affiliate of the Company; (b2) with respect to any transaction or series of related transactions involving if such Affiliate Transaction involves aggregate payments or the transfer value in excess of assets or provision of services, in each case having a value greater than £10.0 $1.0 million, the Issuer shall deliver Company obtains and promptly delivers to the Trustee a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by including a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) disinterested members of the Issuer’s Board of Directors) approving such Affiliate Transaction and certifying that, in its good faith judgment, such Affiliate Transaction complies with clauses (a)(1)(A) and (a)(1)(B) above; and (c3) if such Affiliate Transaction involves aggregate payments or value in excess of $5.0 million, the case Company obtains a written opinion from an Independent Financial Advisor that there are no Disinterested Directors the transaction is fair to the Company and the Restricted Subsidiaries. (b) Without regard to the foregoing limitations, the Company or with respect any Restricted Subsidiary may enter into or suffer to exist the following: (1) any transaction or series of related transactions involving aggregate payments between the Company and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries in the transfer ordinary course of assets or business, PROVIDED that no more than 5% of the provision total voting power of services, in each case having the Voting Stock (on a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion fully diluted basis) of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or any such Restricted Subsidiary from is owned by an Affiliate of the Company (other than a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to:Restricted Subsidiary); (i2) customary directors’ feesany Restricted Payment permitted to be made pursuant to Section 4.08 or any Permitted Investment; (3) any transaction, indemnification including compensation and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options with an officer or legal feesdirector of the Company or any of the Restricted Subsidiaries in his or her capacity as an officer or director, so long as the Issuer’s Board of Directors has in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration thereforthereof; (ii4) loans and advances to employees made in the ordinary course of business and consistent with the past practices of the Company or such Restricted Subsidiary, as the case may be, PROVIDED that such loans and advances do not exceed $1.0 million to any Restricted Payments not prohibited by Section 4.08 or one employee and $5.0 million in the making of an Investment that is a Permitted Investmentaggregate at any one time outstanding; (iii5) agreements and arrangements existing in effect on the date of this Indenture Issue Date and any amendmentmodifications, modification extensions or supplement thereto; provided renewals thereto that any such amendment, modification or supplement are no less favorable to the terms thereof is not more disadvantageous to the Holders in Company or any material respect Restricted Subsidiary than the original such agreement or arrangement as in effect on the Issue Date;; and (iv6) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part sales of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant toaccounts receivable, or for the purpose of the funding ofparticipations therein, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)any Receivables Facility.

Limitation on Transactions with Affiliates. (a) The Issuer Issuers shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, renew or suffer to exist extend any transaction or series of related transactions (includingincluding the purchase, without limitation, the sale, purchaselease or exchange of property or assets, exchange or lease of assets or property or the rendering of any service), with, ) with any Holder (or for any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the benefit of, Parent or with any Affiliate of the Parent, an Issuer or any Restricted Subsidiary, in each case involving aggregate payments or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on $15,000,000, except upon terms that, taken as a whole, that are not materially less favorable to the Issuer Issuers or such Restricted SubsidiarySubsidiary than could be obtained, as at the case may betime of such transaction or, than those that could have been obtained if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-arm’s length transaction with third parties a Person that are is not Affiliates;such a Holder or an Affiliate. (b) with respect to any transaction or series of related The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the TrusteeA) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested disinterested directors of the Board of Directors (of the Parent, or in the event there is only one Disinterested Directorwhere no such disinterested directors exist, by such Disinterested Director) unanimous approval of the Issuer’s directors of the Board of Directors; and Directors of the Parent or (cB) in for which the case that there are no Disinterested Directors Parent or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver Restricted Subsidiary delivers to the Trustee a written opinion of an accountinga nationally recognized investment banking, appraisal, investment banking appraisal or advisory accounting firm of international standing stating that the transaction or series of transactions is fair to the Issuer Parent or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to:; (i2) customary directors’ feesany transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (3) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements (including the payment on behalf of, current, former or future directors, officers, employees or consultants of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation Parent or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board any Restricted Subsidiary of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration thereforParent; (ii4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a 5.09 and Investments constituting Permitted InvestmentInvestments; (iii6) any contracts, instruments or other agreements and or arrangements existing in each case as in effect on the date of this Indenture Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto; provided that thereto or any replacement thereof entered into from time to time, as long as such amendmentagreement or arrangements as so amended, modification modified, supplemented or supplement to the terms thereof replaced, taken as a whole, is not materially more disadvantageous to the Holders in any material respect Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangement arrangements as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions date of this Indenture; (viii7) transactions between any employment, consulting, service or among termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former or future officers and employees of the Parent or an Issuer or such Restricted Subsidiary and the payment of compensation to officers and employees of the Parent, an Issuer or any Restricted Subsidiaries Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or between or among Restricted Subsidiariessimilar plans), in each case in the ordinary course of business; (ix8) loans and advances to officers and employees of the Parent, an Issuer or any Restricted Subsidiary or guarantees in respect thereof (or cancellation of such loans, advances or guarantees), for bona fide business purposes, including for reasonable moving and relocation, entertainment and travel expenses and similar expenses, made in the ordinary course of business; (9) transactions with a Person that is an Affiliate of the Parent or an Issuer solely because the Issuer Parent or a Restricted Subsidiary of the Issuer an Issuer, directly or indirectly, owns Capital Stock in such Person of, or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of controls such Person; (x10) any transaction with a Person who is not an Affiliate immediately before the payment consummation of Management Feessuch transaction that becomes an Affiliate as a result of such transaction; or (xi11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunder. (c) Notwithstanding Section 5.12(a) and 5.12(b), any transaction or series of related transactions covered by Section 5.12(a) and not covered by clauses (2) through (11) of Section 5.12(b) the aggregate amount of which exceeds $30,000,000 in value shall be approved or determined to occur on be fair in the manner provided for in Section 5.12(b)(1)(A) or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to thereinB).

Limitation on Transactions with Affiliates. (a) The Issuer Parent shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, renew or suffer to exist extend any transaction or series of related transactions (includingincluding the purchase, without limitation, the sale, purchaselease or exchange of property or assets, exchange or lease of assets or property or the rendering of any service), with, ) with any Holder (or for any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the benefit of, Parent or with any Affiliate of the Issuer Parent or any of its Restricted Subsidiaries, in each case involving aggregate payments or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on $2,500,000, except upon terms that, taken as a whole, that are not materially less favorable to the Issuer Parent or such Restricted SubsidiarySubsidiary than could be obtained, as at the case may betime of such transaction or, than those that could have been obtained if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with third parties a Person that are is not Affiliates;such a Holder or an Affiliate. (b) with respect to any transaction or series of related The limitation set forth in Section 10.12(a) does not limit, and shall not apply to: (1) transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the TrusteeA) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) disinterested directors of the Issuer’s Board of Directors; and Directors of the Parent or (cB) in for which the case that there are no Disinterested Directors Parent or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver Restricted Subsidiary delivers to the Trustee a written opinion of an accountinga nationally recognized investment banking, appraisal, investment banking appraisal or advisory accounting firm of international standing stating that the transaction or series of transactions is fair to the Issuer Parent or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to:; (i2) customary directors’ feesany transaction solely between the Parent and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (3) the payment of reasonable fees and compensation to, and indemnification and similar arrangements (including on behalf of, current, former or future directors of the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation Parent or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration thereforany Restricted Subsidiary; (ii4) the issuance or sale of Capital Stock (other than Disqualified Stock) of the Parent; (5) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment10.9; (iii6) any contracts, instruments or other agreements and or arrangements existing in each case as in effect on the date of this Indenture Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto; provided that supplemental thereto or any replacement thereof entered into from time to time, as long as such amendmentagreement or arrangements as so amended, modification modified, supplemented or supplement to the terms thereof replaced, taken as a whole, is not materially more disadvantageous to the Holders in any material respect Parent and the Restricted Subsidiaries at the time executed than the original agreement or arrangement arrangements as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions date of this Indenture; (viii7) transactions between any employment, consulting, service or among termination agreement, or customary indemnification arrangements, entered into by the Issuer Parent or any Restricted Subsidiary with current, former or future officers and employees of the Parent or such Restricted Subsidiary and the payment of compensation to officers and employees of the Parent or any Restricted Subsidiaries Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or between or among Restricted Subsidiariessimilar plans), in each case in the ordinary course of business; (ix8) loans and advances to officers and employees of the Parent or any Restricted Subsidiary or guarantees in respect thereof (or cancellation of such loans, advances or guarantees), for bona fide business purposes, including for reasonable moving and relocation, entertainment and travel expenses and similar expenses, made in the ordinary course of business and consistent with past practice; (9) transactions with a Person that is an Affiliate of the Issuer Parent solely because the Issuer Parent, directly or a Restricted Subsidiary of the Issuer indirectly, owns Capital Stock in such Person of or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of controls such Person; (x10) any transaction with a Person who is not an Affiliate immediately before the payment consummation of Management Feessuch transaction that becomes an Affiliate as a result of such transaction; or (xi11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunder. (c) Notwithstanding Section 10.12(a) and 10.12(b), any transaction or series of related transactions covered by Section 10.12(a) and not covered by clauses (2) through (11) of Section 10.12(b): (i) the aggregate amount of which exceeds $10,000,000 in value shall be approved or determined to occur on be fair in the manner provided for in Section 10.12(b)(1)(A) or about (B); and (ii) the Issue Date aggregate amount of which exceeds $30,000,000 in connection with value shall be determined to be fair in the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to thereinmanner provided for in Section 10.12(b)(1)(B).

Limitation on Transactions with Affiliates. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), with, or for the benefit of, services) with any Affiliate of the Issuer involving aggregate payments Company or consideration in excess of £5.0 million any Restricted Subsidiary unless such transaction or series of transactions is entered into in good faith and: (ai) such transaction or series of related transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained would reasonably be expected to be available in a comparable transaction in arm’s-length transaction dealings with an unrelated third parties that are not Affiliates; party, and (bii) with respect to any transaction or series of related transactions involving aggregate payments or the transfer in excess of assets or provision of services, in each case having a value greater than £10.0 $25.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in Company delivers an Officer’s Officers’ Certificate to the Trustee) resolving Trustee certifying that such transaction or series of related transactions complies with clause (ai) above and that the fairness of such transaction or series of related transactions has been approved by a majority of the Disinterested members of the Board of Directors of the Company (or and approved by a majority of the Independent Directors or, in the event there is only one Disinterested Independent Director, by such Disinterested 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 entered into by or among the Company or any Restricted Subsidiary and one or more Restricted Subsidiaries, (iii) transactions pursuant to agreements existing on the Issue Date and any amendment to or extensions or replacements thereof on terms not materially less favorable to the Company, (iv) Restricted Payments and Permitted Investments, (v) issuances of equity of the Company, (vi) transactions in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an independent financial advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of the Issuer’s Board 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 Directors; and 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, (cix) transactions entered into by a Restricted Subsidiary with an Affiliate prior to the day such Restricted Subsidiary is designated as a Restricted Subsidiary (so long as such transaction was not entered into in the case that there are no Disinterested Directors or with respect to contemplation of such redesignation) and (x) any transaction or series of related transactions involving aggregate payments of $20.0 million or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)less.

Limitation on Transactions with Affiliates. (a) The Issuer Issuers shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into into, renew or suffer to exist extend any transaction or series of related transactions (includingincluding the purchase, without limitation, the sale, purchaselease or exchange of property or assets, exchange or lease of assets or property or the rendering of any service), with, ) with any Holder (or for any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the benefit of, Parent or with any Affiliate of the Parent, an Issuer or any Restricted Subsidiary, in each case involving aggregate payments or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on $25,000,000, except upon terms that, taken as a whole, that are not materially less favorable to the Issuer Issuers or such Restricted SubsidiarySubsidiary than could be obtained, as at the case may betime of such transaction or, than those that could have been obtained if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-arm’s length transaction with third parties a Person that are is not Affiliates;such a Holder or an Affiliate. (b) with respect to any transaction or series of related The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the TrusteeA) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested disinterested directors of the Board of Directors (of the Parent, or in the event there is only one Disinterested Directorwhere no such disinterested directors exist, by such Disinterested Director) unanimous approval of the Issuer’s directors of the Board of Directors; and Directors of the Parent or (cB) in for which the case that there are no Disinterested Directors Parent or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver Restricted Subsidiary delivers to the Trustee a written opinion of an accountinga nationally recognized investment banking, appraisal, investment banking appraisal or advisory accounting firm of international standing stating that the transaction or series of transactions is fair to the Issuer Parent or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to:; (i2) customary directors’ feesany transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (3) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements (including the payment on behalf of, current, former or future directors, officers, employees or consultants of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation Parent or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board any Restricted Subsidiary of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration thereforParent; (ii4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a 5.09 and Investments constituting Permitted InvestmentInvestments; (iii6) any contracts, instruments or other agreements and or arrangements existing in each case as in effect on the date of this Indenture Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto; provided that thereto or any replacement thereof entered into from time to time, as long as such amendmentagreement or arrangements as so amended, modification modified, supplemented or supplement to the terms thereof replaced, taken as a whole, is not materially more disadvantageous to the Holders in any material respect Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangement arrangements as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions date of this Indenture; (viii7) transactions between any employment, consulting, service or among termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former or future officers and employees of the Parent or an Issuer or such Restricted Subsidiary and the payment of compensation to officers and employees of the Parent, an Issuer or any Restricted Subsidiaries Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or between or among Restricted Subsidiariessimilar plans), in each case in the ordinary course of business; (ix8) loans and advances to officers and employees of the Parent, an Issuer or any Restricted Subsidiary or guarantees in respect thereof (or cancellation of such loans, advances or guarantees), for bona fide business purposes, including for reasonable moving and relocation, entertainment and travel expenses and similar expenses, made in the ordinary course of business; (9) transactions with a Person that is an Affiliate of the Parent or an Issuer solely because the Issuer Parent or a Restricted Subsidiary of the Issuer an Issuer, directly or indirectly, owns Capital Stock in such Person of, or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of controls such Person; (x10) any transaction with a Person who is not an Affiliate immediately before the payment consummation of Management Feessuch transaction that becomes an Affiliate as a result of such transaction; or (xi11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunder. (c) Notwithstanding Section 5.12(a) and 5.12(b), any transaction or series of related transactions covered by Section 5.12(a) and not covered by clauses (2) through (11) of Section 5.12(b), the aggregate amount of which exceeds $50,000,000 in value, shall be approved or determined to occur on be fair in the manner provided for in Section 5.12(b)(1)(A) or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to thereinB).

Limitation on Transactions with Affiliates. The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions (including, without limitation, including the sale, transfer, disposition, purchase, exchange or lease of assets or property Property, the making of any Investment, the giving of any Guarantee or the rendering of any service), with, ) with or for the benefit of, of any Affiliate of the Issuer involving aggregate payments Company (other than the Company or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith anda Wholly Owned Subsidiary), unless: (a) such transaction is set forth in writing; (b) such transaction or series of transactions is on terms that, taken as a whole, are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, Subsidiary than those that could have been be obtained in a comparable arm’s-length transaction with third parties a Person that are is not Affiliates; (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority Affiliate of the Disinterested Directors (Company or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of DirectorsRestricted Subsidiary; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair involving aggregate payments by or to the Issuer Company or such Restricted Subsidiary having a Fair Market Value equal to or in excess of: (1) $15.0 million but less than $25.0 million, the Board of Directors of the Company (including a majority of the disinterested members of such Board of Directors) approves such transaction or series of transactions and certifies that such transaction or series of transactions complies with clause (b) of this paragraph, as evidenced by a certified resolution delivered to the Trustee, or (2) $25.0 million, (A) the Company receives from an independent, nationally recognized investment banking firm or appraisal firm, in either case specializing or having a specialty in the type and subject matter of the transaction (or series of transactions) at issue, a written opinion that such transaction (or series of transactions) is fair, from a financial point of view, to the Company or such Restricted Subsidiary, and (B) such Board of Directors (including a majority of the disinterested members of the Board of Directors of the Company) approves such transaction or series of transactions and certifies that such transaction or series of transactions complies with clause (b) of this paragraph, as evidenced by a certified resolution delivered to the Trustee. Notwithstanding the foregoing, the restrictions set forth in The preceding limitations of this description will Section 4.16 do not apply to: (ia) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ reasonable and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation customary regular fees to directors of the Company or employee benefit arrangements, including stock options any of its Restricted Subsidiaries who are not employees of the Company or legal fees, so long as the Issuer’s Board any of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration thereforits Restricted Subsidiaries; (iib) indemnities of officers and directors of the Company or any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted InvestmentSubsidiary consistent with such Person’s charter, bylaws and applicable statutory provisions; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (ivc) any payments issuance of securities, or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return payments, awards or with which the Issuer is part of a consolidated group for tax purposes grants in cash, securities or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities otherwise pursuant to, or for the purpose of the funding of, employment arrangements, stock options, options and employee stock purchase and ownership plans, as long as the terms thereof are or have been previously plans approved by the Issuer’s Board of DirectorsDirectors of the Company; (vid) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding loans made in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002: (1) to officers, directors or employees of the Company or any Restricted Subsidiary approved by the Board of Directors of the Company, the net proceeds of which are used solely to purchase common stock of the Company in connection with a restricted stock or employee stock purchase plan, or to exercise stock options received pursuant to an employee or director stock option plan or other provisions incentive plan, in a principal amount not to exceed the purchase price of such common stock or the exercise price of such stock options, or (2) to refinance loans, together with accrued interest thereon, made pursuant to this Indentureclause (d); (viiie) advances and loans made in compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to officers, directors and employees of the Company or any Subsidiary in the ordinary course of business (including, without limitation, non-cash loans for the purchase of joint interests in exploratory and developmental oil and gas prospects or other similar ventures offered by the Company), provided such loans and advances (excluding loans or advances made pursuant to the preceding clause (d)) do not exceed $2.0 million at any one time outstanding; (f) any Restricted Payment permitted to be paid pursuant to Section 4.12; (g) any transaction or series of transactions between the Company and one or among the Issuer and the more Restricted Subsidiaries or between two or among more Restricted Subsidiaries; (ix) transactions with a Person Subsidiaries in the ordinary course of business, provided that no more than 10% of the total voting power of the Voting Stock of any such Restricted Subsidiary is owned by an Affiliate of the Issuer solely because the Issuer or Company (other than a Restricted Subsidiary Subsidiary); and (h) any transaction or series of transactions pursuant to any agreement or obligation of the Issuer owns Capital Stock Company or any of its Restricted Subsidiaries in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur effect on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Date.

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or property property, employee compensation arrangements or the rendering of any service), with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith andany Restricted Subsidiary unless: (ai) such transaction or series of transactions is on terms that, taken as a whole, are not materially no less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-length transaction with third parties that are not Affiliates; (bii) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 €10 million, the Issuer (or, if the Issuer’s board of directors does not consist of natural persons, Invitel) shall deliver a resolution of its Board board of Directors directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (aSection 4.09(a)(i) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the board of directors of the Issuer (or, if the Issuer’s Board board of Directorsdirectors does not consist of natural persons, of Invitel); and (ciii) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 €20 million, the Issuer shall deliver to the Trustee a written opinion opinion, in form and substance satisfactory to the Trustee, of an accounting, appraisal, investment banking firm, appraisal firm or advisory accounting firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. , or is not less favorable to the Issuer or such Restricted Subsidiary than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate. (b) Notwithstanding the foregoing, the restrictions set forth in this description will shall not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the board of directors of the Issuer (or, if the Issuer’s Board board of Directors directors does not consist of natural persons, Holdings) has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 4.07 or the making of an Investment that is a Permitted Investment (other than a Permitted Investment under clause (c)(iii) of the definition of Permitted Investment); (iii) loans and advances (but not any forgiveness of such loans or advances) to the Issuer’s or any Restricted Subsidiary’s officers, directors and employees for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business provided that such loans and advances do not exceed €2.0 million in the aggregate at any one time outstanding; (iv) agreements and arrangements existing on the date of this Indenture Issue Date and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders of the Notes and to the Issuer or Restricted Subsidiary, as applicable, in any material respect than the original agreement or arrangement as in effect on the Issue Date; (ivv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (vvi) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the board of directors of the Issuer (or if the Issuer’s Board board of Directorsdirectors does not consist of natural persons, of Invitel); (vivii) the granting and performance of registration rights for the Issuer’s securities; (viiviii) the Refinancing, all transactions in connection therewith and all fees or expenses paid or payable in connection therewith; (xix) issuances the issuance or sales sale of Qualified shares of Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendmentincluding options, waiver warrants or other transaction with respect rights to any Deeply Subordinated Funding in compliance with the other provisions of this Indenturepurchase such Capital Stock; (viiix) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries;; and (ixxi) transactions arrangements with a Person customers, suppliers, contractors, lessors or sellers of goods or services that is are negotiated with an Affiliate, in each case, which are otherwise in compliance with the terms of the Indenture; provided that the terms and conditions of any such transaction or agreement as applicable to the Issuer and its Restricted Subsidiaries (a) are fair to the Issuer and its Restricted Subsidiaries and are on terms no less favorable to the Issuer and its Restricted Subsidiaries than those that could have reasonably been obtained in respect of an analogous transaction or agreement that would not constitute an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock Transaction (in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of each case, as determined in good faith by the Board of Directors of the Issuer or similar governing body Invitel or the senior management of such Person; the Issuer or Invitel), (xb) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated performance by the scheme Issuer and any of arrangement between Towergate Finance plc its Restricted Subsidiaries in respect of any such arrangements are for its own behalf and in its own name and (c) the scheme creditors referred to therein).Issuer and its Restricted Subsidiaries do not assume, and are otherwise not liable for any performance or breach in respect of, any such arrangements by the relevant Affiliate

Limitation on Transactions with Affiliates. The Issuer shall notNeither the Company nor the Parent shall, and neither shall not they permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist exist, directly or indirectly, any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), services) with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments Parent, the Company or consideration any Restricted Subsidiary (other than a Restricted Entity so long as no Affiliate of the Parent (other than a Restricted Entity) shall beneficially own Capital Stock in excess of £5.0 million such Restricted Entity) unless such transaction or series of transactions is entered into in good faith and: (ai) such transaction or series of related transactions is are on terms thatterms, taken as a whole, that are not materially no less favorable to the Issuer Company, the Parent, or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-an arm's length transaction with unrelated third parties that are not Affiliates; ; (bii) with respect to any transaction or series of related transactions involving aggregate payments consideration equal to or greater than $5,000,000 (or the transfer of assets equivalent thereof in one or provision of services, in each case having a value greater than £10.0 millionmore foreign currencies), the Issuer shall Parent will deliver a resolution of its Board of Directors (set out in an Officer’s Officers' Certificate to the Trustee) resolving Trustee certifying that such transaction or series of related transactions complies with clause (ai) above above; and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Directoriii) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments consideration in excess of $10,000,000 (or the transfer of assets equivalent thereof in one or the provision of services, in each case having a value greater than £30.0 millionmore foreign currencies), the Issuer shall Parent will deliver to the Trustee a written opinion of an accountingOfficers' Certificates described in clause (ii) above, appraisal, investment banking or advisory firm of international standing stating which will also certify that the such transaction or series of transactions is related transaction has been approved by a majority of the Disinterested Directors of the Board of Directors of the Parent, or that the Parent has obtained a written opinion from an independent financial expert certifying that the financial terms of such transaction or series of related transactions, taken as a whole, are fair to the Issuer Company, the Parent, or such the Restricted Subsidiary Subsidiary, as the case may be, from a financial point of view. Notwithstanding : provided, that this covenant shall not restrict (1) any transaction or series of related transactions between the foregoingCompany and the Parent, (2) any transaction or series of related transactions between either the restrictions set forth in this description will not apply to: Company or the Parent (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board case may be) and one or more of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among the Restricted Subsidiaries; , (ix3) transactions with a Person that is an Affiliate the Company or the Parent from paying reasonable and customary regular compensation and fees to directors of any Restricted Entity who are not employees of any Restricted Entity, (4) the performance of the Issuer solely because Parent's obligations under the Issuer Stockholders' Agreement, dated as of [ ], among the Parent and the Investors named therein, as amended and supplemented from time to time or a Restricted Subsidiary (5) the performance of the Issuer owns Capital Company's obligations under the Investment and Stockholders' Agreement, dated as of October 31, 1997, among the Company, Davi▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ 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 Non-Qualified Stock Option Agreement, dated August 4, 1997, between the Company and Rich▇▇▇ ▇▇▇▇▇▇; ▇▇d the Employment Agreement, dated August 4, 1997, between the Company and Rich▇▇▇ ▇▇▇▇▇▇, ▇▇ each case as amended through the Issue Date; provided that any amendments or modifications to the terms of transactions described in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; this clause (5) will be (x) no less favorable to the payment of Management Fees; or Parent or the Company, as the case may be, than those that could have been obtained in an arm's length transaction with unrelated third parties who are not Affiliates and (xiy) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated approved by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein).Board of

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions (includingincluding the purchase, without limitation, the sale, purchasetransfer, assignment, lease, conveyance or exchange or lease of assets or property any Property or the rendering of any service), ) with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith andCompany (an “Affiliate Transaction”), unless: (ai) the terms of such transaction or series of transactions is on terms that, taken as a whole, are not materially Affiliate Transaction are: (A) set forth in writing; and (B) no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been be obtained in a comparable arm’s-length transaction with third parties a Person that are is not Affiliatesan Affiliate of the Company; (ii) if such Affiliate Transaction involves aggregate payments or value in excess of $5.0 million, the Board of Directors (including at least a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clauses (a)(i)(B) of this Section 4.15 as evidenced by a Board Resolution promptly delivered to the Trustee; and (iii) if such Affiliate Transaction involves aggregate payments or value in excess of $20.0 million, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and the Restricted Subsidiaries. (b) with respect Notwithstanding the foregoing limitation, the Company or any Restricted Subsidiary may enter into or suffer to exist the following: (i) any transaction or series of related transactions involving aggregate payments between the Company and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries in the transfer ordinary course of assets or provision of servicesbusiness, in each case having a value greater than £10.0 millionprovided that, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority if one of the Disinterested Directors (or in the event there is only one Disinterested Director, by parties to such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to a Restricted Subsidiary that is not a Subsidiary Guarantor, then no more than 10% of the Issuer or total voting power of the Voting Stock (on a fully diluted basis) of such Restricted Subsidiary from is owned by an Affiliate of the Company (other than a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to:Restricted Subsidiary); (iii) customary directors’ fees, indemnification and similar arrangements any Restricted Payment permitted to be made pursuant to Section 4.11 or any Permitted Investment; (including iii) the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or (including amounts paid pursuant to employee benefit arrangementsplans) for the personal services of officers, including stock options directors and employees of the Company or legal feesany of the Restricted Subsidiaries, so long as the Issuer’s Board of Directors has in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (iiiv) loans and advances to employees made in the ordinary course of business and consistent with the past practices of the Company or such Restricted Subsidiary, as the case may be, provided that such loans and advances do not exceed $2.0 million in the aggregate at any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investmentone time outstanding; (iiiv) agreements and arrangements existing in effect on the date of this Indenture Issue Date and described in the Offering Memorandum and any amendmentmodifications, modification extensions or supplement thereto; provided renewals thereto that any such amendment, modification or supplement are no less favorable to the terms thereof is not more disadvantageous to the Holders in Company or any material respect Restricted Subsidiary than the original agreement or arrangement such agreements as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors;; and (vi) the granting Spin-Off Agreements and performance any modifications, extensions or renewals thereto that are no less favorable to the Company or any Restricted Subsidiary than such agreements as in effect on the date of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock completion of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Spin-Off.

Limitation on Transactions with Affiliates. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets -86- 92 Property or property or the rendering of any service), with, or for the benefit of, services) with any Affiliate of the Issuer involving aggregate payments Company (other than the Company or consideration in excess of £5.0 million a Restricted Subsidiary) unless such transaction or series of transactions is entered into in good faith and: (ai) such transaction or series of related transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained would be available in a comparable arm’stransaction in arm's-length transaction dealings with an unrelated third parties that are not Affiliates; party, (bii) with respect to any a transaction or series of related transactions involving aggregate payments or in excess of $1,000,000 in the transfer of assets or provision of services, in each case having a value greater than £10.0 millionaggregate, the Issuer shall deliver a resolution of its Board of Directors (set out in Company delivers an Officer’s Officers' Certificate to the Trustee) resolving Trustee certifying that such transaction complies with clause (ai) above, (iii) with respect to a transaction or series of related transactions involving payments in excess of $5,000,000 but less than $25,000,000 in the aggregate, the Company delivers an Officers' Certificate to the Trustee certifying that (A) such transaction or series of related transactions complies with clause (i) above and (B) such transaction or series of related transactions shall have been approved by a majority of the Disinterested Directors of the Company and (iv) with respect to a transaction or series of related transactions involving payments of $25,000,000 or more in the aggregate, the Company delivers an Officers' Certificate to the Trustee certifying that (A) such transaction or series of related transactions complies with clause (i) above, (B) such transaction or series of related transactions shall have been approved by a majority of the Disinterested Directors of the Company and (C) the Company shall have received the written opinion of a nationally recognized investment banking firm or appraisal firm in the United States that such transaction or series of related transactions is fair, from a financial point of view, to the Company or such Restricted Subsidiary; provided, however, that the fairness foregoing restriction shall not apply to (s) the provision of such transaction services and payments under the Torch Agreement, so long as the Torch Agreement (including any modifications, renewals, replacements or substitutions thereof or amendments thereto entered into on or after the date of this Indenture) has been approved by a majority of the Disinterested Directors of the Company, (t) loans or advances to officers, directors and employees of the Company or any Restricted Subsidiary made in the event there is only one Disinterested Director, by such Disinterested Director) ordinary course of business and consistent with past practices of the Issuer’s Board of Directors; and Company and its Restricted Subsidiaries in an aggregate amount not to exceed $3,000,000 outstanding at any one time, (cu) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ reasonable and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as customary regular fees to directors of the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes Company or any tax advantageous group contribution made pursuant to applicable legislation; of its Restricted Subsidiaries who are not employees of the Company or any Affiliate, (v) the issuance Company's employee compensation and other benefit arrangements, (w) indemnities of securities pursuant to, or for the purpose officers and directors of the funding of, employment arrangements, stock options, Company or any Subsidiary consistent with such Person's bylaws and stock ownership plans, as long as the terms thereof are applicable statutory provisions or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated Payments permitted by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Section 10.10 hereof.

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries (other than a Non- Recourse Subsidiary) to, directly conduct any business or indirectly, enter into or suffer to exist any transaction or series of related similar transactions (includingincluding the purchase, without limitation, the sale, purchase, lease or exchange or lease of assets or any property or the rendering of any service), with, or for the benefit of, ) with any Affiliate of the Issuer Company or any legal or beneficial owner of 10% or more of the voting power of the Voting Stock of the Company or with an Affiliate of any such owner unless: (i) the terms of such business, transaction or series of transactions are (A) set forth in writing and (B) at least as favorable to the Company or such Subsidiary as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm's-length dealings with an unrelated third Person and (ii) to the extent that such business, transaction or series of transactions (other than Debt Issued by the Company which is permitted by Section 4.03) is known by the Board of Directors of the Company to involve an Affiliate of the Company or a legal or beneficial owner of 10% or more of the voting power of the Voting Stock of the Company or an Affiliate of such owner, then (A) with respect to a transaction or series of related transactions, other than any purchase or sale of inventory in the ordinary course of business (an "Inventory Transaction"), involving aggregate payments or other consideration in excess of £$5.0 million unless million, such transaction or series of related transactions is entered into has been approved (and the value of any noncash consideration has been determined) by a majority of those members of the Board of Directors of the Company having no personal stake in good faith such business, transaction or series of transactions and: (aB) with respect to a transaction or series of related transactions, other than any Inventory Transaction, involving aggregate payments or other consideration in excess of $20.0 million (with the value of any noncash consideration being determined by a majority of those members of the Board of Directors of the Company having no personal stake in such business, transaction or series of transactions), such transaction or series of related transactions is on terms thathas been determined, taken as in the written opinion of a wholenationally recognized, are not materially less favorable investment banking firm to be fair, from a financial point of view, to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-length transaction with third parties that are not Affiliates;. (b) with respect to any transaction or series The provisions of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer Section 4.08(a) shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply toprohibit: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter any Restricted Payment permitted to be performed for such compensation or payments paid pursuant to be fair consideration thereforSection 4.05; (ii) any Restricted Payments not prohibited transaction between the Company and any of its Subsidiaries; provided, however, that no portion of any minority interest in any such Subsidiary is owned by Section 4.08 or (x) any Affiliate (other than the making Company, a Wholly Owned Recourse Subsidiary of an Investment that is the Company, a Permitted InvestmentAffiliate or an Unrestricted Affiliate) of the Company or (y) any legal or beneficial owner of 10% or more of the voting power of the Voting Stock of the Company or any Affiliate of such owner (other than the Company, any Wholly Owned Recourse Subsidiary of the Company or an Unrestricted Affiliate); (iii) agreements and arrangements existing on any transaction between Subsidiaries of the date Company; provided, however, that no portion of this Indenture and any amendment, modification or supplement thereto; provided that minority interest in any such amendment, modification or supplement to the terms thereof Subsidiary is not more disadvantageous to the Holders in owned by (x) any material respect Affiliate (other than the original agreement Company, a Wholly Owned Recourse Subsidiary of the Company, a Permitted Affiliate or arrangement as in effect on an Unrestricted Affiliate) of the Issue DateCompany or (y) any legal or beneficial owner of 10% or more of the voting power of the Voting Stock of the Company or any Affiliate of such owner (other than the Company, any Wholly Owned Recourse Subsidiary of the Company or an Unrestricted Affiliate); (iv) any payments or other transactions pursuant to a tax sharing agreement transaction between the Issuer Company or a Subsidiary of the Company and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislationits own employee stock ownership plan; (v) the issuance of securities pursuant to, any transaction with an officer or for the purpose director of the funding ofCompany, employment arrangementsof Parent or of any Subsidiary of the Company entered into in the ordinary course of business (including compensation or employee benefit arrangements with any such officer or director); provided, stock optionshowever, and stock ownership plansthat such officer holds, as long as directly or indirectly, no more than 10% of the terms thereof are or have been previously approved by outstanding Capital Stock of the Issuer’s Board of DirectorsCompany; (vi) the granting and performance of registration rights for the Issuer’s securitiesany business or transaction with an Unrestricted Affiliate; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture;which is a Permitted Transaction; and (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions any transaction pursuant to or contemplated by which Mafco Holdings will provide to the scheme of arrangement between Towergate Finance plc Company and its Subsidiaries at their request and at the scheme creditors referred cost to therein)Mafco Holdings with certain allocated services to be purchased from third party providers, such as legal and accounting services, insurance coverage and other services.

Limitation on Transactions with Affiliates. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer permit to exist any transaction or series of related transactions with any of its Affiliates (including, without limitation, the sale, purchase, exchange or lease of assets or property or the rendering of any servicean "Affiliate Transaction"), with, or for the benefit of, any other than (x) Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith and: Transactions permitted under paragraph (ab) such transaction or series of transactions is below and (y) Affiliate Transactions on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, Subsidiary than those that could might reasonably have been obtained in a comparable arm’stransaction at such time on an arm's-length transaction with third parties basis from a Person that are is not Affiliates; (b) with respect to any an Affiliate; provided, however, that for a transaction or series of related transactions involving with an aggregate payments value of $1 million or the transfer of assets or provision of services, more (i) such determination shall be made in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved good faith by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) disinterested members of the Issuer’s Board of Directors; and the Directors of the Company or (cii) in the case Board of Directors of the Company shall have received an opinion from an independent nationally recognized investment banking firm selected by the Company, that there are no Disinterested Directors or with respect to any such transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of servicesis on terms which are fair, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding , to the foregoingCompany or such Restricted Subsidiary; and provided, the restrictions set forth in this description will not apply to: further, that for a transaction or series of related transactions with an aggregate value of $5 million or more, (i) customary 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 financial point of view, to the Company or such Restricted Subsidiary. (b) The foregoing restrictions shall not apply to (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors’ fees, indemnification employees or consultants of the Company or any Subsidiary as determined in good faith by the Company's Board of Directors or senior management; (ii) transactions between or among the Company and similar arrangements (including any of its Restricted Subsidiaries at least 51% of the payment outstanding voting securities of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation which is owned by the Company or employee benefit arrangements, including stock options one or legal fees, more of its Wholly Owned Subsidiaries so long as no portion of the Issuer’s Board minority interest in such Restricted Subsidiary is owned by an Affiliate of Directors has approved the terms thereof and deemed Company (other than a Wholly Owned Subsidiary of the services theretofore Company or thereafter directors or officers of such Subsidiary that hold stock of such Subsidiary to be performed for the extent that local law requires a resident of such compensation jurisdiction to own stock of such company) or payments to be fair consideration therefor; (ii) any between or among such Restricted Payments Subsidiaries; provided such transactions are not otherwise prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; this Indenture; (iii) agreements and arrangements existing on any agreement as in effect as of the date of this Indenture and Issue Date or any amendment, modification amendment thereto or supplement any transaction contemplated thereby (including pursuant to any amendment thereto; provided that ) or in any replacement agreement thereto so long as any such amendment, modification amendment or supplement to the terms thereof replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; ; and (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer Permitted Investments and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved Restricted Payments permitted by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein).

Limitation on Transactions with Affiliates. The Issuer shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or property or the rendering of any service), with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million any Restricted Subsidiary’s Affiliate unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on terms that, taken as a whole, are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-length transaction with third parties that are not Affiliates; (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £$5.0 million, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that such transaction or series of transactions complies with clause (a) above; (c) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than $10.0 million, the Issuer shall deliver a resolution of its Board board of Directors directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Issuer’s board of directors, including a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors); and (cd) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 $50.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing (or, if an investment banking firm is generally not qualified to give such an opinion, by an internationally recognized appraisal firm or accounting firm) stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to: (i) customary directors’ fees, indemnification indemnification, expense reimbursement and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, financial advisory fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board board of Directors directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; , provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders and to the Issuer and the Restricted Subsidiaries, as applicable, in any material respect than the original agreement or arrangement as in effect on the Issue Datedate of this Indenture and provided, further, that such amendment or modification is (x) on a basis substantially similar to that which would be conducted in an arm’s-length transaction with third parties who are not Affiliates and (y) in the case of any transaction having a Fair Market Value of greater than $10.0 million, approved by the Issuer’s board of directors (including a majority of the Disinterested Directors); (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board board of Directorsdirectors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ixviii) transactions with entering into and performing agreements related to a Person that is an Affiliate Permitted Joint Venture (which are Affiliates solely by reason of the Issuer solely because the Issuer or a and/or Restricted Subsidiary Subsidiaries owning Capital Stock of such Permitted Joint Venture); (ix) provision of administrative, legal and regulatory, engineering, accounting, marketing, insurance and telecommunications services to Subsidiaries of the Issuer owns Capital Stock in and the allocation of the cost of such Person or solely because services and of overhead and corporate group costs among the Issuer or a Restricted Subsidiary of and its Subsidiaries consistent with IFRS and the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person;Issuer’s accounting policies generally applied; and (x) any transaction or series of related transactions involving aggregate payments or the payment transfer of Management Fees; assets or the provision of services in which the Issuer delivers to the Trustee a written opinion of an investment banking firm of international standing (or (xi, if an investment banking firm is generally not qualified to give such an opinion, by an internationally recognized appraisal firm or accounting firm) stating that the transaction or series of transactions is fair to occur on the Issuer or about the Issue Date in connection with the restructuring such Restricted Subsidiary from a financial point of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)view.

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries (other than any Non-Recourse Subsidiary) to, directly conduct any business or indirectly, enter into or suffer to exist any transaction or series of related similar transactions (includingincluding the purchase, without limitation, the sale, purchase, lease or exchange or lease of assets or any property or the rendering of any service), with, or for the benefit of, ) with any Affiliate of the Issuer Company involving aggregate payments or consideration in excess of £5.0 million unless $10.0 million, unless: (i) the terms of such business, transaction or series of transactions are not materially less favorable when taken as a whole to the Company or such Subsidiary as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm’s-length dealings with an unrelated third Person and (ii) to the extent that such business, transaction or series of transactions (other than Debt Issued by the Company which is permitted under Section 4.09 hereof) is known by the Board of Directors of the Company to involve an Affiliate of the Company, other than any purchase or sale of inventory in the ordinary course of business (an “Inventory Transaction”), involving aggregate payments or other consideration in excess of $20.0 million, such transaction or series of related transactions has been approved (and the value of any noncash consideration has been determined) by all of the independent members of the Board of Directors of the Company and the Company delivers to the Trustee an Officer’s Certificate evidencing such approval (provided that if no member of the Board of Directors of the Company is entered into in good faith andindependent, the Company may deliver to the Trustee a letter from a nationally recognized investment banking firm stating that the financial terms of such transaction are fair to the Company from a financial point of view or meets the requirements of Section 4.11(a)(i) hereof). (b) Section 4.11(a) hereof shall not prohibit the following: (i) any Restricted Payment permitted to be paid pursuant to Section 4.07 hereof or the definition of “Permitted Investment”; (ii) any transaction among the Company, any of its Subsidiaries or any Guarantors or any other entity (other than any such other entity that was an Affiliate of the Company prior to such transaction) that becomes a Subsidiary or a Guarantor as part of such transaction; (iii) any transaction among Subsidiaries of the Company or the Guarantors or any other entity (other than any such other entity that was an Affiliate of the Company prior to such transaction) that becomes a Subsidiary or a Guarantor as part of such transaction; (iv) any transaction between the Company or a Subsidiary of the Company and its own employee stock ownership plan and the issuance or transfer of Capital Stock (other than Redeemable Stock) of the Company to any Permitted Holder or to any director, manager, officer, employee or consultant of the Company, its Subsidiaries or any direct or indirect parent company thereof (or their estates, spouses or former spouses); (v) any transaction with an officer, director, manager, employee or consultant of the Company, of its Parent or of any Subsidiary of the Company (including compensation or employee benefit arrangements with any such officer, director, manager, employee or consultant); (vi) any business or transaction with a Qualified Joint Venture; (vii) any transaction which is a Permitted Transaction; (viii) any transaction pursuant to which a Parent or any Affiliate of the Company will provide the Company and its Subsidiaries at their request and at the cost to such Parent or Affiliate with certain allocated services, including services to be purchased from third party providers, such as legal and accounting services, tax, consulting, financial advisory, corporate governance, insurance coverage and other services; (ix) payments by the Company or a Subsidiary of the Company to a Parent or any Affiliate of the Company for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Company in good faith; (x) any merger, consolidation or reorganization of the Company with an Affiliate of the Company solely for the purpose of (a) such transaction reorganizing to facilitate an initial public offering of securities of the Company or series a direct or indirect parent of the Company, (b) forming or collapsing a holding company structure or (c) reincorporating the Company in a new jurisdiction; (xi) transactions is on terms that, taken as in which the Company or any Subsidiary of the Company (other than a whole, are not materially less favorable to the Issuer or such Restricted Non-Recourse Subsidiary), as the case may be, than those that could have been obtained in a comparable arm’s-length transaction with third parties that are not Affiliates; (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver delivers to the Trustee a written opinion of an accounting, appraisal, letter from a nationally recognized investment banking or advisory firm of international standing stating that the such transaction or series of transactions is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view. Notwithstanding view or meets the foregoing, the restrictions set forth in this description will not apply to: (irequirements of Section 4.11(a)(i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration thereforhereof; (iixii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendmenttransactions with customers, modification or supplement thereto; provided that any such amendmentclients, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant tosuppliers, or for purchasers or sellers of goods or services, in each case in the purpose ordinary course of the funding of, employment arrangements, stock options, business and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding otherwise in compliance with the other provisions terms of this Indenture; (viii) transactions between or among Indenture that are fair to the Issuer Company and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because Company (other than Non-Recourse Subsidiaries), in the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members good faith determination of the Board of Directors or similar governing body the senior management of the Company, or are on terms at least as favorable as might reasonably have been obtained at such Persontime from an unaffiliated party; (xxiii) the Transactions and the payment of Management Fees; orall premiums, fees, expenses and other amounts related to the Transactions; (xixiv) transactions investments by a Parent or any Affiliate of the Company in securities of the Company or any of its Subsidiaries (other than Non-Recourse Subsidiaries) so long as (i) the investment is being offered generally to occur other investors on the same or about more favorable terms and (ii) the Issue Date investment to be held by such Parent or Affiliate constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities; (xv) sales or repurchases of accounts receivable, payment intangibles and related assets or participations therein, in connection with, or any other transactions relating to, any Receivables Facility; (xvi) any transaction with an Affiliate in which the restructuring consideration paid by the Company or any Subsidiary of the Towergate group Company (including actions pursuant to other than a Non-Recourse Subsidiary) consists only of Capital Stock of the Company (other than Redeemable Stock or Exchangeable Stock); and (xvii) any transaction contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Section 4.07(b)(viii) hereof or Section 4.07(b)(xiv) hereof.

Limitation on Transactions with Affiliates. The Issuer Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets Property or property or the rendering of any service), with, or for the benefit of, services) with any Affiliate of the Issuer involving aggregate payments Company (other than the Company or consideration in excess of £5.0 million a Restricted Subsidiary) unless such transaction or series of transactions is entered into in good faith and: (ai) such transaction or series of related transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained would be available in a comparable arm’stransaction in arm's-length transaction dealings with an unrelated third parties that are not Affiliates; party, (bii) with respect to any a transaction or series of related transactions involving aggregate payments or in excess of $1,000,000 in the transfer of assets or provision of services, in each case having a value greater than £10.0 millionaggregate, the Issuer shall deliver a resolution of its Board of Directors (set out in Company delivers an Officer’s Officers' Certificate to the Trustee) resolving Trustee certifying that such transaction complies with clause (ai) above, (iii) with respect to a transaction or series of related transactions involving payments in excess of $5,000,000 but less than $25,000,000 in the aggregate, the Company delivers an Officers' Certificate to the Trustee certifying that (A) such transaction or series of related transactions complies with clause (i) above and (B) such transaction or series of related transactions shall have been approved by a majority of the Disinterested Directors of the Company and (iv) with respect to a transaction or series of related transactions involving payments of $25,000,000 or more in the aggregate, the Company delivers an Officers' Certificate to the Trustee certifying that (A) such transaction or series of related transactions complies with clause (i) above, (B) such transaction or series of related transactions shall have been approved by a majority of the Disinterested Directors of the Company and (C) the Company shall have received the written opinion of a nationally recognized investment banking firm or appraisal firm in the United States that such transaction or series of related transactions is fair, from a financial point of view, to the Company or such Restricted Subsidiary; provided, however, that the fairness foregoing restriction shall not apply to (s) the provision of such transaction services and payments under the Torch Agreement, so long as the Torch Agreement (including any modifications, renewals, replacements or substitutions thereof or amendments thereto entered into on or after the date of this Indenture) has been approved by a majority of the Disinterested Directors of the Company, (t) loans or advances to officers, directors and employees of the Company or any Restricted Subsidiary made in the event there is only one Disinterested Director, by such Disinterested Director) ordinary course of business and consistent with past practices of the Issuer’s Board of Directors; and Company and its Restricted Subsidiaries in an aggregate amount not to exceed $3,000,000 outstanding at any one time, (cu) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ reasonable and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as customary regular fees to directors of the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes Company or any tax advantageous group contribution made pursuant to applicable legislation; of its Restricted Subsidiaries who are not employees of the Company or any Affiliate, (v) the issuance Company's employee compensation and other benefit arrangements, (w) indemnities of securities pursuant to, or for the purpose officers and directors of the funding of, employment arrangements, stock options, Company or any Subsidiary consistent with such Person's bylaws and stock ownership plans, as long as the terms thereof are applicable statutory provisions or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated Payments permitted by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Section 10.10 hereof.

Limitation on Transactions with Affiliates. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), services) with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million Company other than a Restricted Subsidiary (each, other than a Restricted Subsidiary, being an "Interested Person"), unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained would be available in a comparable arm’s-arm's length transaction with unrelated third parties that who are not Affiliates; Interested Persons, (b) except with respect to loans from Affiliates, with respect to any one transaction or series of related transactions involving aggregate payments or the transfer in excess of assets or provision of services, in each case having a value greater than £10.0 million$1,000,000, the Issuer shall deliver a resolution of its Board of Directors (set out in Company delivers an Officer’s 's Certificate to the Trustee) resolving Trustee certifying that such transaction or series of transactions complies with clause (a) above and that the fairness of such transaction or series of transactions has been approved by the Board of Directors of the Company and (c) except with respect to loans from Affiliates, with respect to any one transaction or series of transactions involving aggregate payments in excess of $10,000,000, the Officer's Certificate referred to in clause (b) above also certifies that such transaction or series of transactions has been approved by a majority of the Disinterested Directors (or or, in the event there is only one Disinterested Director, by are no such Disinterested Director) Directors, that the Company has obtained a written opinion from an independent nationally recognized investment banking firm or appraisal firm, in either case specializing or having a specialty in the type and subject matter of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of servicesat issue, in each case having a value greater than £30.0 million, the Issuer which opinion shall deliver be to the Trustee a written opinion of an accounting, appraisal, investment banking effect set forth in clause (a) above or advisory firm of international standing stating shall state that the such transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding view to the foregoingCompany or such Restricted Subsidiary; provided, the restrictions set forth in however, that this description covenant will not apply to: restrict the Company from (i) paying reasonable and customary directors’ feesregular compensation and fees to directors of the Company who are not employees of the Company or any Restricted Subsidiary, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the entering into and making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein).under any

Limitation on Transactions with Affiliates. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), services) with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments Company other than a Restricted Subsidiary or consideration in excess of £5.0 million B8/32 Partners (each, other than a Restricted Subsidiary and B8/32 Partners, being an "Interested Person"), unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained would be available in a comparable arm’s-arm's length transaction with unrelated third parties who are not Interested Persons, or, in the event no comparable transaction with an unrelated third party who is not an Interested Person is available, on terms that are not Affiliates; fair from a financial point of view to the Company or such Restricted Subsidiary, as the case may be, (b) with respect to any one transaction or series of related transactions involving aggregate payments or the transfer in excess of assets or provision of services, in each case having a value greater than £10.0 million$15,000,000, the Issuer shall deliver a resolution of its Board of Directors (set out in Company delivers an Officer’s Officers' Certificate to the Trustee) resolving Trustee certifying that such transaction or series of transactions complies with clause (a) above and that the fairness of such transaction or series of transactions has been approved by the Board of Directors and (c) with respect to any one transaction or series of related transactions involving aggregate payments in excess of $30,000,000, the Officers' Certificate referred to in clause (b) above also includes a certification that such transaction or series of transactions has been approved by a majority of the Disinterested Directors (or either of the full Board of Directors or, in the case of action by a committee thereof, of such committee) or, in the event there is only one Disinterested Director, by are no such Disinterested Director) Directors, that the Company has obtained a written opinion from an independent nationally recognized investment banking firm or appraisal firm, in either case specializing or having a specialty in the type and subject matter of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of servicesat issue, in each case having a value greater than £30.0 million, the Issuer which opinion shall deliver be to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions effect set forth in clause (a) above; provided, however, that this description covenant will not apply to: restrict the Company from (i) paying reasonable and customary directors’ feesregular compensation and fees to directors of the Company who are not employees of the Company or any Restricted Subsidiary, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 paying dividends on, or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material distributions with respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose shares of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer Company on a pro rata basis to the extent permitted by Section 9.10 hereof, (iii) Restricted Payments that are permitted by Section 9.10 hereof, (iv) making loans or Deeply Subordinated Funding advances to officers, directors and employees of the Company or any Restricted Subsidiary made in the ordinary course of business and consistent with customary practices in the Oil and Gas Business in an aggregate amount not to exceed $1,000,000 outstanding at any one time, (v) making any indemnification or similar payment to any director or officer (A) in accordance with the corporate charter or bylaws of the Company or any Restricted Subsidiary, (B) under any agreement or (C) under applicable law and (yvi) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate fulfilling obligations of the Issuer solely because the Issuer Company or a any Restricted Subsidiary under employee compensation and other benefit arrangements entered into or provided for in the ordinary course of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)business.

Limitation on Transactions with Affiliates. The Issuer Company shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist conduct any transaction or series of related transactions (includingincluding the purchase, without limitation, the sale, purchase, lease or exchange or lease of assets or any property or the rendering of any service), with, ) involving payments or value to such Affiliate with or for the benefit of, of any Affiliate of the Issuer involving aggregate payments Company or consideration in excess any of £5.0 million the Restricted Subsidiaries (an "Affiliate Transaction") unless the terms of such transaction Affiliate Transaction are either (x) fair to the Company or series such Restricted Subsidiary from a financial point of transactions is entered into in good faith and: view or (ay) such transaction or series of transactions is on terms that, taken as a whole, are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been be obtained at the time of such transaction in a comparable arm’sarm's-length transaction dealings with third parties that are a Person who is not Affiliates; (b) with respect to such an Affiliate. For any transaction that involves in excess of $1,000,000, a majority of the disinterested members of the Board of Directors shall determine that the transaction satisfies the criteria of the preceding sentence. For any Affiliate Transaction that involves in excess of $25,000,000, the Company shall obtain an opinion from a nationally recognized independent investment banking firm or other firm with experience in evaluating or appraising the terms and conditions of the type of transaction (or series of related transactions involving aggregate payments or transactions) for which the transfer opinion is required (an "Independent Evaluation Firm") stating in substance that the terms of assets or provision of services, such Affiliate Transaction are in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies compliance with either clause (ax) above or (y) above. For any Affiliate Transaction (other than as set forth in clauses (i) through (x) (other than clause (viii)) below) that involves in excess of $1,000,000, for so long as Textron and that its Subsidiaries are the fairness Holders of such transaction has been approved by at least a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) aggregate Liquidation Preference of any of the Issuer’s Board of Directors; and (c) in Series A Redeemable Preferred Stock, the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments Series B Redeemable Preferred Stock or the transfer of assets or the provision of services, in each case having a value greater than £30.0 millionSeries C Redeemable Preferred Stock, the Issuer Company shall deliver to obtain the Trustee a written prior consent of Textron unless the Company shall have obtained an opinion of from an accounting, appraisal, investment banking or advisory firm of international standing Independent Evaluation Firm stating in substance that the transaction terms of such Affiliate Transaction are in compliance with either clause (x) or series (y) above. The requirements of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will immediately preceding paragraph shall not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter any Restricted Payment permitted to be performed for such compensation or payments made pursuant to be fair consideration thereforSection 7(b); (ii) any Restricted Payments not prohibited issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to employment arrangements, or any stock options and stock ownership plans for the benefit of employees, officers and directors, consultants and advisors approved by Section 4.08 the Board of Directors of the Company, or any loans or advances to employees in the making ordinary course of an Investment that is a Permitted Investmentbusiness of the Company or any of its Subsidiaries; (iii) agreements and arrangements existing on any transaction between or among the date of this Indenture Company and any amendmentRestricted Subsidiary or between or among Restricted Subsidiaries so long as, modification or supplement thereto; provided in the case of any Restricted Subsidiary that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to a Wholly Owned Subsidiary, no Affiliate of the Holders Company (other than a Restricted Subsidiary) owns any Capital Stock (other than directors' qualifying shares) in any material respect than the original agreement or arrangement as in effect on the Issue Datesuch Restricted Subsidiary; (iv) any payments or other transactions pursuant to a tax sharing agreement between indemnification agreements with, and the Issuer payment of fees and any other Person with which indemnities to, directors, officers and employees of the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes Company and its Subsidiaries or any tax advantageous group contribution made pursuant to applicable legislationemployment, noncompetition or confidentiality agreements entered into by the Company or any of its Subsidiaries with its directors, officers or employees in the ordinary course of business; (v) the issuance of securities pursuant to, or for the purpose Capital Stock of the funding of, employment arrangements, stock options, and stock ownership plans, as long as Company or the terms thereof are or have been previously approved receipt of capital contributions by the Issuer’s Board Company otherwise in compliance with this Certificate of DirectorsDesignation; (vi) transactions pursuant to agreements as in existence on the granting Issuance Date of the Series A1 Redeemable Preferred Stock, Series B1 Redeemable Preferred Stock and performance of registration rights for the Issuer’s securitiesSeries C1 Redeemable Preferred Stock; (vii) (x) issuances or sales of Qualified Capital Stock of payments contemplated by the Issuer or Deeply Subordinated Funding Advisory Agreement and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding payments in compliance connection with the other provisions Acquisition, including the reimbursement of this Indentureout-of-pocket expenses incurred in connection with the Acquisition; (viii) transactions between for so long as Textron and its Subsidiaries are the Holders of at least a majority of the aggregate Liquidation Preference of any of the Series A Redeemable Preferred Stock, the Series B Redeemable Preferred Stock or among the Issuer and Series C Redeemable Preferred Stock, any Affiliate Transaction with respect to which the Restricted Subsidiaries or between or among Restricted SubsidiariesCompany shall have obtained the prior consent of Textron; (ix) transactions any management, service, purchase, supply or similar agreement relating to operations of a business entered into in the ordinary course of the Company's business between the Company or any Restricted Subsidiary and any Affiliate (including an Unrestricted Subsidiary), so long as any such agreement is on terms no less favorable to the Company than those that could be obtained in a comparable arm's-length transaction with a Person an entity that is not an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Related Person;; and (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date any reasonable corporate service agreements, tax sharing agreements and other agreements customary in connection with spin-off transactions entered into between the restructuring of the Towergate group (including actions pursuant to Company or contemplated by the scheme of arrangement between Towergate Finance plc any Restricted Subsidiary and the scheme creditors referred to therein)any spun-off entity.

Limitation on Transactions with Affiliates. The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), with, or for the benefit of, services) with any Affiliate of the Issuer involving aggregate payments Company (other than the Company or consideration in excess of £5.0 million a Wholly Owned Restricted Subsidiary) unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of related transactions is in writing and on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained would be available in a comparable arm’stransaction in arm's-length transaction dealings with an unrelated third parties that are not Affiliates; party, (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer value in excess of assets or provision of services, in each case having a value greater than £10.0 million$1,000,000, the Issuer shall deliver a resolution of its Board of Directors (set out in Company delivers an Officer’s Officers' Certificate to the Trustee) resolving Noteholders certifying that such transaction or series of related transactions complies with clause (a) above and that the fairness of such transaction or series of transactions has been approved by a majority of the board of directors of the Company, (c) with respect to any transaction or series of related transactions involving aggregate payments in excess of $2,000,000, such transaction or series of related transactions has been approved by the Disinterested Directors of the Company (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and and (cd) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments in excess of $5,000,000, such transaction or series of related transactions has been approved by the transfer Disinterested Directors of assets the Company (or in the provision of servicesevent there is only one Disinterested Director, in each case having a value greater than £30.0 million, by such Disinterested Director) and the Issuer shall deliver Company delivers to the Trustee Noteholders a written opinion of an accounting, appraisal, investment banking or advisory firm of international national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transaction or series of related transactions is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view. Notwithstanding ; PROVIDED, HOWEVER, that the foregoing, the restrictions set forth in this description will provision with respect to clause (d) above shall not apply to: to (iA) customary directors’ fees, indemnification and similar arrangements any transaction with an officer or director of the Company entered into in the ordinary course of business (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options arrangements with any officer or legal fees, so long as director of the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore Company) or thereafter to be performed for such compensation or payments to be fair consideration therefor; (iiB) any Restricted Payments not prohibited by Section 4.08 agreements, transactions or the making series of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing related transactions in existence on the date of this Indenture Agreement and any amendment, modification renewal or supplement thereto; provided that any such amendment, modification or supplement to extension thereof under substantially the same terms thereof is not more disadvantageous to the Holders in any material respect than as the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)terms.

Limitation on Transactions with Affiliates. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or property or the rendering of any service), with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million Company ("Interested Persons"), unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-an arm's length transaction with third parties that who are not Affiliates; Interested Persons and (b) the Company delivers to the Trustee (i) with respect to any transaction or series of related transactions entered into after the Closing Date involving aggregate payments or the transfer in excess of assets or provision of services, in each case having a value greater than £10.0 $1.0 million, the Issuer shall deliver a resolution of its the Board of Directors (set out forth in an Officer’s Certificate to the Trustee) resolving officers' certificate certifying that such transaction complies or transactions comply with clause (a) above and that the fairness of such transaction has or transactions have been approved by the Board (including a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested DirectorDirectors) of the Issuer’s Board of Directors; and Company and (cii) in the case that there are no Disinterested Directors or with respect to any a transaction or series of related transactions involving aggregate payments equal to or the transfer of assets or the provision of services, in each case having a value greater than £30.0 $10 million, the Issuer shall deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of an accounting, appraisal, investment banking or advisory firm of international standing stating that the such transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of viewview issued by an accounting, appraisal or investment banking firm, in each case of national standing. Notwithstanding the foregoing, the restrictions set forth in this description The foregoing covenant will not apply torestrict: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viiiA) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Company and/or its Restricted Subsidiaries; (ixB) transactions with a Person that is an Affiliate the Company from paying reasonable and customary regular compensation and fees to directors of the Issuer solely because the Issuer Company or a any Restricted Subsidiary who are not employees of the Issuer owns Capital Stock in such Person Company or solely because the Issuer or a any Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such PersonSubsidiary; (xC) the payment of Management Fees; ortransactions permitted by Section 1011; (xiD) transactions advances to occur employees for moving, entertainment and travel expenses and similar expenditures in the ordinary course of business and consistent with past practice; and (E) purchases of equipment, supplies and related services made on or about an arm's length basis in the Issue Date in connection with the restructuring ordinary course of the Towergate group (including actions pursuant to or contemplated business by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Company, any Restricted Subsidiary or any Permitted Joint Venture from any Affiliate.

Limitation on Transactions with Affiliates. The Issuer shall Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), services) with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments Company (other than the Company or consideration in excess of £5.0 million a Majority Owned Restricted Subsidiary) unless such transaction or series of transactions is entered into in good faith and: (ai) such transaction or series of related transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’san arm's-length transaction with unrelated third parties that who are not Affiliates; , (bii) with respect to any transaction or series of related transactions involving aggregate payments consideration equal to or the transfer of assets or provision of services, in each case having a value greater than £10.0 $10 million, the Issuer Company shall deliver a resolution of its Board of Directors (set out in have delivered an Officer’s Certificate officers' certificate to the Trustee) resolving Trustee certifying that such transaction or series of related transactions complies with clause (ai) above and that the fairness of such transaction or series of related transactions has been approved by a majority of the Directors of the Board of Directors, or the Company has obtained a written opinion from a nationally recognized investment banking firm to the effect that such transaction or series of related transactions is fair to the Company or such Restricted Subsidiary, as the case may be, from a financial point of view and (iii) with respect to any transaction or series of related transactions including aggregate consideration in excess of $20 million, the Company shall have delivered 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 majority of the Disinterested Directors (of the Board of Directors, or in the event there is only one Disinterested Director, by such Disinterested Director) no members of the Issuer’s Board of Directors; and (c) in the case that there Directors are no Disinterested Directors or with respect to any transaction or series of transactions included in this clause (iii), the Company shall obtain an opinion from a nationally recognized investment banking firm as described above; provided, however, that this provision will not restrict (1) any transaction by the Company or any Restricted Subsidiary with an Affiliate directly related to the purchase, sale or distribution of products in the ordinary course of business, including, without limitation, transactions involving aggregate payments related to the purchase, sale or the transfer distribution of assets or the provision of programming, subscriber management services, in each case having a value greater than £30.0 million, the Issuer shall deliver transmission services and services related to the Trustee a written opinion publication of an accountingprogramming guides, appraisal, investment banking (2) the Company from paying reasonable and customary regular compensation and fees to directors of the Company or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such any Restricted Subsidiary from a financial point who are not employees of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation Company or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendmentSubsidiary, modification or supplement thereto; provided that including, without limitation, any such amendment, modification or supplement fees which the Company has agreed to the terms thereof is not more disadvantageous pay to the Holders in any material respect than the original director pursuant to an agreement or arrangement as in effect on the Issue Date; Date and listed on Schedule A to this Indenture, (iv3) the payment of compensation (including stock options and other incentive compensation) to officers and other employees the terms of which are approved by the Board of Directors, (4) any payments or other transactions pursuant to a tax sharing agreement between Management Agreement, (5) the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes Company or any tax advantageous group contribution made pursuant to applicable legislation; Restricted Subsidiary from making any Restricted Payment in compliance with Section 1011, (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii6) (x) issuances transactions pursuant to any Management Contract, Overhead Agreement or sales of Qualified Capital Stock of Service Agreement that is entered into prior to the Issuer Issue Date and is listed in Schedule A to this Indenture; or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect transactions pursuant to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between Organizational Contract, Overhead Agreement or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person Service Agreement that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about entered into after the Issue Date and has substantially identical terms as, and is no less favorable to the Company or any Restricted Subsidiary than, the Organizational Contracts, Overhead Agreements or Service Agreements, as the case may be, listed in connection with the restructuring Schedule A to this Indenture, or (7) amendments, modifications or alterations of the Towergate group Management Agreements, Organizational Contracts, Overhead Agreements and Service Agreements under (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)b) below.

Limitation on Transactions with Affiliates. (a) The Issuer shall Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectlyindirectly make any payment to, enter into or suffer to exist sell, lease, transfer or otherwise dispose of any transaction of its properties or series of related transactions (includingassets to, without limitation, the sale, purchase, exchange or lease of assets or 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 of their Affiliates (each, an “Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith andTransaction”), unless: (a1) such transaction or series of transactions Affiliate Transaction is on terms thatthat are not less favorable, taken as a whole, are not materially less favorable in any material respect to the Issuer Company or such the relevant Restricted Subsidiary, as the case may be, Subsidiary than those that could would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with third parties that are not Affiliates;an unrelated Person; and (b2) the Company delivers to the Trustee with respect to any transaction Affiliate Transaction or series of related transactions Affiliate Transactions involving aggregate payments or the transfer consideration in excess of assets or provision of services, in each case having a value greater than £10.0 $2.5 million, the Issuer shall deliver a resolution of its Board of Directors (Resolution set out forth in an Officer’s Certificate to the Trustee) resolving certifying that such transaction Affiliate Transaction or series of related Affiliate Transactions complies with clause (aa)(1) above and that the fairness such Affiliate Transaction or series of such transaction related Affiliate Transactions has been approved by a majority of the Disinterested Directors Members. (b) The following items will be deemed not to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.05(a): (1) transactions between or among the Company and/or any of its Restricted Subsidiaries (or in the event there is only one Disinterested Director, by an entity that becomes a Restricted Subsidiary as a result of such Disinterested Director) of the Issuer’s Board of Directors; andtransaction); (ca) Restricted Payments that are permitted by this Indenture and (b) Permitted Investments; (3) transactions in which the Company or any of its Restricted Subsidiaries, as the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of servicesmay be, in each case having a value greater than £30.0 million, the Issuer shall deliver delivers to the Trustee a written opinion of letter from an independent accounting, appraisal, appraisal or investment banking or advisory firm of international national standing stating that the such transaction or series of transactions is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view. Notwithstanding view or meets the foregoing, the restrictions set forth in this description will not apply to:requirements of clause (1) of Section 4.05(a); (i4) customary directors’ feespayments or loans (or cancellation of loans, indemnification and similar arrangements advances or guarantees) or advances to employees or consultants or guarantees in respect thereof for bona fide business purposes in the ordinary course of business; (including 5) any agreement as in effect as of the payment of directors’ and officers’ insurance premiums)Issue Date as thereafter amended, consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation supplemented or employee benefit arrangements, including stock options or legal fees, replaced (so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement or arrangement as in effect on the Issue Date) or any transaction or payments contemplated thereby; (iv6) (a) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Company and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Company, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (b) transactions with Unrestricted Subsidiaries in the ordinary course of business; (7) the sale or issuance of Equity Interests (other than Disqualified Stock) of the Company; (8) any contribution to the capital of the Company (other than Disqualified Stock); (9) any payments transaction with a Person (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; provided that no Affiliate of the Company or any of its Subsidiaries other than the Company or a Restricted Subsidiary shall have a beneficial interest or otherwise participate in such Person; (10) transactions pursuant to a tax sharing agreement between the Issuer Company or any of its Restricted Subsidiaries and any Person who is a director or has a director of which is also a director of the Company; provided, however, that such director abstains from voting as a director of the Company or such direct or indirect parent of the Company, as the case may be, on any matter involving such other Person Person; (11) pledges of Equity Interests of Unrestricted Subsidiaries; (12) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; (13) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of their obligations under the terms of, any customary registration rights agreement to which they are a party or become a party in the Issuer files a consolidated tax return future; (14) any employment agreements entered into by the Company or with which any of its Restricted Subsidiaries in the Issuer is ordinary course of business and the payment of reasonable and customary fees and reimbursements paid to, and customary indemnity and similar arrangements provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary or (to the extent relating to the business of the Company and its Subsidiaries) any other direct or indirect parent of the Company; (15) any transaction effected as part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislationQualified Receivables Financing permitted hereunder; (v16) the issuance issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or for the purpose of the funding of, employment arrangements, stock options, option and stock ownership plans, as long as the terms thereof are plans or have been previously similar employee benefit plans approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock Directors of the Issuer Company or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock Company, as appropriate, in such Person good faith; and (17) any employment, consulting, service or solely because termination agreement, or customary indemnification arrangements, entered into by the Issuer Company or a any of its Restricted Subsidiary Subsidiaries with current, former or future officers and employees of the Issuer has the right to designate one Company or more members any of the Board of Directors or similar governing body of such Person; (x) its Restricted Subsidiaries and the payment of Management Fees; or (xi) transactions compensation to occur on or about the Issue Date in connection with the restructuring officers and employees of the Towergate group Company or any of its Restricted Subsidiaries (including actions amounts paid pursuant to employee benefit plans, employee stock option or contemplated by similar plans), in each case in the scheme ordinary course of arrangement between Towergate Finance plc and the scheme creditors referred to therein)business.

Limitation on Transactions with Affiliates. The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions (including, without limitation, including the sale, transfer, disposition, purchase, exchange or lease of assets or property Property, the making of any Investment, the giving of any Guarantee or the rendering of any service), with, ) with or for the benefit of, of any Affiliate of the Issuer involving aggregate payments Company (other than the Company or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith anda Wholly Owned Subsidiary), unless: (a) such transaction is set forth in writing; (b) such transaction or series of transactions is on terms that, taken as a whole, are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, Subsidiary than those that could have been be obtained in a comparable arm’s-length transaction with third parties a Person that are is not Affiliates; (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority Affiliate of the Disinterested Directors (Company or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of DirectorsRestricted Subsidiary; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair involving aggregate payments by or to the Issuer Company or such Restricted Subsidiary having a Fair Market Value equal to or in excess of: (1) $15.0 million but less than $25.0 million, the Board of Directors of the Company (including a majority of the disinterested members of such Board of Directors) approves such transaction or series of transactions and certifies that such transaction or series of transactions complies with clause (b) of this paragraph, as evidenced by a certified resolution delivered to the Trustee, or (2) $25.0 million, (A) the Company receives from an independent, nationally recognized investment banking firm or appraisal firm, in either case specializing or having a specialty in the type and subject matter of the transaction (or series of transactions) at issue, a written opinion that such transaction (or series of transactions) is fair, from a financial point of view, to the Company or such Restricted Subsidiary, and (B) such Board of Directors (including a majority of the disinterested members of the Board of Directors of the Company) approves such transaction or series of transactions and certifies that such transaction or series of transactions complies with clause (b) of this paragraph, as evidenced by a certified resolution delivered to the Trustee. Notwithstanding the foregoing, the restrictions set forth in The preceding limitations of this description will Section 4.16 do not apply to: (ia) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ reasonable and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation customary regular fees to directors of the Company or employee benefit arrangements, including stock options any of its Restricted Subsidiaries who are not employees of the Company or legal fees, so long as the Issuer’s Board any of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration thereforits Restricted Subsidiaries; (iib) indemnities of officers and directors of the Company or any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted InvestmentSubsidiary consistent with such Person’s charter, bylaws and applicable statutory provisions; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (ivc) any payments issuance of securities, or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return payments, awards or with which the Issuer is part of a consolidated group for tax purposes grants in cash, securities or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities otherwise pursuant to, or for the purpose of the funding of, employment arrangements, stock options, options and employee stock purchase and ownership plans, as long as the terms thereof are or have been previously plans approved by the Issuer’s Board of DirectorsDirectors of the Company; (vid) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding loans made in compliance with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002: (1) to officers, directors or employees of the Company or any Restricted Subsidiary approved by the Board of Directors of the Company, the net proceeds of which are used solely to purchase common stock of the Company in connection with a restricted stock or employee stock purchase plan, or to exercise stock options received pursuant to an employee or director stock option plan or other provisions incentive plan, in a principal amount not to exceed the purchase price of such common stock or the exercise price of such stock options, or (2) to refinance loans, together with accrued interest thereon, made pursuant to this Indentureclause (d); (viiie) advances and loans made in compliance with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to officers, directors and employees of the Company or any Subsidiary in the ordinary course of business (including, without limitation, non-cash loans for the purchase of joint interests in exploratory and developmental oil and gas prospects or other similar ventures offered by the Company), provided such loans and advances (excluding loans or advances made pursuant to the preceding clause (d)) do not exceed $2.0 million at any one time outstanding; (f) any Restricted Payment permitted to be paid pursuant to Section 4.12; (g) any transaction or series of transactions between the Company and one or among the Issuer and the more Restricted Subsidiaries or between two or among more Restricted Subsidiaries; (ix) transactions with a Person Subsidiaries in the ordinary course of business, provided that no more than 10% of the total voting power of the Voting Stock of any such Restricted Subsidiary is owned by an Affiliate of the Issuer solely because the Issuer or Company (other than a Restricted Subsidiary Subsidiary); and (h) any transaction or series of transactions pursuant to any agreement or obligation of the Issuer owns Capital Stock Company or any of its Restricted Subsidiaries in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur effect on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Date.

Limitation on Transactions with Affiliates. The Issuer shall Company will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), with, services) with or for the benefit of, of any Affiliate of the Issuer involving aggregate payments Company (other than the Company or consideration in excess of £5.0 million a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and: and in writing and (a) such transaction or series of related transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained would be available in a comparable arm’stransaction in arm's-length transaction dealings with an unrelated third parties that are not Affiliates; party, (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer value in excess of assets or provision of services, in each case having a value greater than £10.0 million$500,000, the Issuer shall deliver a resolution of its Board of Directors (set out in Company delivers an Officer’s Officers' Certificate to the Trustee) resolving Trustee certifying that such transaction or series of related transactions complies with clause (a) above and that the fairness of or such transaction has been or series of related transactions is approved by a majority of the Disinterested Directors (of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and , and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer value in excess of assets or the provision of services, in each case having a value greater than £30.0 $1 million, either (A) such transaction or series of related transactions has been approved by a majority of the Issuer shall deliver Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international national standing stating that or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing; provided, the restrictions set forth in however, that this description will provision shall not apply to: to (i) customary directors’ fees, indemnification compensation and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangementsarrangements with any officer or director of the Company, including under any stock options option or legal feesstock incentive plans, so long as entered into in the Issuer’s Board ordinary course of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; business; (ii) any transaction permitted as a Restricted Payments not prohibited by Payment pursuant to Section 4.08 or the making of an Investment that is a Permitted Investment; 1009; (iii) agreements the payment of customary fees to directors of the Company and arrangements existing on the date of this Indenture and any amendment, modification or supplement theretoits Restricted Subsidiaries; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between officer or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members member of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group Company involving indemnification arrangements; and (including actions pursuant v) loans or advances to or contemplated by officers of the scheme Company in the ordinary course of arrangement between Towergate Finance plc and the scheme creditors referred business not to therein)exceed $1 million in any calendar year.

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions (includingincluding the purchase, without limitation, the sale, purchasetransfer, assignment, lease, conveyance or exchange or lease of assets or property any Property or the rendering of any service), ) with, or for the benefit of, any Affiliate of the Issuer involving Company (an "Affiliate Transaction") if such Affiliate Transaction or series of Affiliate Transactions involves aggregate payments or consideration in excess of £US$5.0 million unless such transaction or series of transactions is entered into in good faith andmillion, unless: (ai) the terms of such transaction Affiliate Transaction are: (A) set forth in writing, (B) fair and reasonable to the Company or series of transactions is on terms thatsuch Restricted Subsidiary, taken as a wholethe case may be, are not materially and (C) no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been reasonably be expected to be obtained in a comparable arm’sarm's-length transaction with third parties a Person that are is not Affiliates;an Affiliate of the Company, and (ii) if such Affiliate Transaction involves aggregate payments or value in excess of US$10.0 million, the Board of Directors (including at least a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good faith judgment, determines that such Affiliate Transaction complies with clauses (a)(i)(B) and (C) of this paragraph as evidenced by a Board Resolution promptly delivered to the Trustee. (b) with respect Notwithstanding the foregoing limitation, the Company or any Restricted Subsidiary may enter into or suffer to exist the following: (i) any transaction or series of related transactions involving aggregate payments between the Company and one or the transfer more Restricted Subsidiaries not otherwise prohibited by any provisions of assets or provision of servicesthis Third Supplemental Indenture (excluding, in each case having a value for greater than £10.0 millioncertainty, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trusteeprovisions described under this Section 4.14) resolving or between two or more Restricted Subsidiaries, provided that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority no more than 5% of the Disinterested Directors total voting power of the Voting Stock (or in the event there is only one Disinterested Director, by such Disinterested Directoron a fully diluted basis) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from is owned by an Affiliate of the Company (other than a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiumsRestricted Subsidiary), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Payment permitted to be made pursuant to Section 4.08 4.10 or the making of an Investment that is a any Permitted Investment; (iii) any employment, compensation or indemnification agreement entered into by the Company or a Restricted Subsidiary with an employee, officer or director in the ordinary course of business and substantially consistent with industry practice that is not otherwise prohibited by this Third Supplemental Indenture; (iv) any transaction or series of transactions relating to a Receivables Program; and (v) agreements and arrangements existing in effect on the date of this Indenture Issue Date and described in the Company's Form 20-F for the year ended December 31, 2004 as filed with the Commission and any amendmentmodifications, modification extensions or supplement thereto; provided renewals thereto that any such amendmentare no less favorable, modification or supplement taken as a whole, to the terms thereof is not more disadvantageous to the Holders in Company or any material respect Restricted Subsidiary than the original agreement or arrangement such agreements as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein).

Limitation on Transactions with Affiliates. The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), with, or for the benefit of, services) with any Affiliate of the Issuer involving aggregate payments Company or consideration in excess any beneficial owner of £5.0 million ten percent or more of any class of Capital Stock of the Company or any Restricted Subsidiary unless such transaction or series of transactions is entered into in good faith and: (ai) such transaction or series of related transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained would reasonably be expected to be available in a comparable transaction in arm’s-length transaction dealings with an unrelated third parties that are not Affiliates; party, and (bii) (a) with respect to any transaction or series of related transactions involving aggregate payments or the transfer in excess of assets or provision of services, in each case having a value greater than £$10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in Company delivers an Officer’s Officers Certificate to the Trustee) resolving Trustee certifying that such transaction or series of related transactions complies with clause (ai) above and that the fairness of such transaction or series of related transactions has been approved by a majority of the Disinterested members of the Board of Directors (or and approved by a majority of the Independent Directors or, in the event there is only one Disinterested Independent Director, by such Disinterested Independent Director), and (b) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of transactions involving aggregate payments in excess of $20.0 million , the Company delivers to the Trustee an opinion to the effect that such transaction or series of related transactions is fair to the Company or such Restricted Subsidiary from a financial point of view issued by an investment banking firm or advisory firm of national standing or nationally recognized accounting firm or appraisal firm. 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 entered into by or among the Company or any Restricted Subsidiary and one or more Restricted Subsidiaries, (iii) transactions pursuant to agreements existing on the Issue Date and any amendment to or extensions or replacements thereof on terms not materially less favorable to the Company, (iv) Restricted Payments and Permitted Investments, (v) issuances of equity of the Company and (vi) any transaction or series of related transactions involving aggregate payments of $2.0 million or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)less.

Limitation on Transactions with Affiliates. The Issuer shall Company will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), with, services) with or for the benefit of, of any Affiliate of the Issuer involving aggregate payments Company (other than the Company or consideration in excess of £5.0 million a Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and: and in writing and (a1) such transaction or series of related transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained would be available in a comparable transaction in arm’s-length transaction dealings with an unrelated third parties that are not Affiliates; party, (b2) with respect to any transaction or series of related transactions involving aggregate payments or the transfer value in excess of assets or provision of services, in each case having a value greater than £10.0 $1.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in Company delivers an Officer’s Officers’ Certificate to the Trustee) resolving Trustee certifying that such transaction or series of related transactions complies with clause (a1) above and that the fairness above, (3) with respect to any transaction or series of related transactions involving aggregate value in excess of $2.5 million, such transaction or series of related transactions has been approved by either (a) a majority of the Disinterested Directors (of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (b) the Audit Committee of the Issuer’s Board of Directors; and Directors of the Company by a majority of members thereof who do not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions and (c4) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer value in excess of assets or the provision of services, in each case having a value greater than £30.0 $10.0 million, the Issuer shall deliver Company delivers to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transaction or series of related transactions is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing; provided, the restrictions set forth in however, that this description will provision shall not apply to: (i) customary directors’ feestransactions and agreements in existence on the Issue Date and any renewals, indemnification amendments, modifications and similar arrangements (including changes to such agreements which are not adverse in any material respect to the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor;Company, (ii) transactions between or among the Company or any of the Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted InvestmentSubsidiaries; (iii) agreements and arrangements existing on the date of Restricted Payments permitted by this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue DateIndenture; (iv) any payments compensation (including bonuses and equity compensation) paid to and other benefits (including retirement, health and other benefit plans, profit sharing plans, awards and transactions under stock incentive plans or other transactions pursuant to a tax sharing agreement between management equity subscription agreements), severance agreements, and indemnification or insurance arrangements provided on behalf of officers, directors, managers, employees or consultants of the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes Company or any tax advantageous group contribution made pursuant to applicable legislationRestricted Subsidiary, in each case in the ordinary course of business; (v) the issuance of securities pursuant toexistence of, or for the purpose performance by the Company or any Restricted Subsidiary of its obligations under the terms of, any stockholders’ agreement (including any registration rights agreement or purchase agreement but excluding any management agreement related thereto) to which it is a party as of the funding of, employment arrangements, stock options, Issue Date and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directorsany similar agreements which it may enter into thereafter; (vi) transactions with Unrestricted Subsidiaries, customers, clients, suppliers, joint venture partners, lessors or lessees of property (real or personal) or purchasers or sellers of goods or services, in each case in the granting ordinary course of business and performance otherwise in compliance with the terms of registration rights for this Indenture which are fair to the Issuer’s securitiesCompany and its Restricted Subsidiaries, on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary with unaffiliated third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, on terms that are in the reasonable determination of the senior management of the Company, at least as favorable as might reasonably have been obtained at such time from an unaffiliated third party; (vii) (x) issuances or sales the issuance of Qualified Capital Stock (including all warrants, options or other rights to acquire Qualified Capital Stock) of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this IndentureCompany; (viii) transactions between loans and advances to, and reimbursements of, officers, directors, managers and employees for business related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or among the Issuer consistent with past practices and the Restricted Subsidiaries or between or among Restricted Subsidiariesin compliance with all applicable laws; (ix) transactions with a Person that charitable contributions to the Spartan Stores Foundation or its successor, so long as such foundation or successor is an Affiliate qualified under Section 501(c)(3) of the Issuer solely because the Issuer or a Restricted Subsidiary Code and so long as each of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary following conditions is satisfied: (i) as of the Issuer has the right to designate one date of any such charitable contribution and after giving effect thereto, no Default or more members Event of the Board of Directors Default shall exist or similar governing body of such Person; have occurred and be continuing and (xii) the payment aggregate amount of Management Fees; or (xi) transactions to occur on or about the Issue Date all such charitable contributions made in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)any fiscal year shall not exceed $2.5 million.

Limitation on Transactions with Affiliates. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), services) with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million Company other than a Restricted Subsidiary (each, other than a Restricted Subsidiary, being an "Interested Person"), unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained would be available in a comparable arm’s-arm's length transaction with unrelated third parties who are not Interested Persons, or, in the event no comparable transaction with an unrelated third party who is not an Interested Person is available, on terms that are not Affiliates; fair from a financial point of view to the Company or such Restricted Subsidiary, as the case may be, (b) with respect to any one transaction or series of related transactions involving aggregate payments or the transfer in excess of assets or provision of services, in each case having a value greater than £10.0 million$10,000,000, the Issuer shall deliver a resolution of its Board of Directors (set out in Company delivers an Officer’s Officers' Certificate to the Trustee) resolving Trustee certifying that such transaction or series of transactions complies with clause (a) above and that the fairness of such transaction or series of transactions has been approved by the Board of Directors and (c) with respect to any one transaction or series of related transactions involving aggregate payments in excess of $20,000,000, the Officers' Certificate referred to in clause (b) above also includes a certification that such transaction or series of transactions has been approved by a majority of the Disinterested Directors (or either of the full Board of Directors or, in the case of action by a committee thereof, of such committee) or, in the event there is only one Disinterested Director, by are no such Disinterested Director) Directors, that the Company has obtained a written opinion from an independent nationally recognized investment banking firm or appraisal firm, in either case specializing or having a specialty in the type and subject matter of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of servicesat issue, in each case having a value greater than £30.0 million, the Issuer which opinion shall deliver be to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions effect set forth in clause (a) above; provided, however, that this description covenant will not apply to: restrict the Company from (i) paying reasonable and customary directors’ feesregular compensation and fees to directors of the Company who are not employees of the Company or any Restricted Subsidiary, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 paying dividends on, or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material distributions with respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose shares of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer Company on a pro rata basis to the extent permitted by Section 9.10 hereof, (iii) Restricted Payments that are permitted by Section 9.10 hereof, (iv) making loans or Deeply Subordinated Funding advances to officers, directors and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate employees of the Issuer solely because the Issuer Company or a any Restricted Subsidiary made in the ordinary course of business and consistent with customary practices in the Issuer owns Capital Stock Oil and Gas Business in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right an aggregate amount not to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein).exceed

Limitation on Transactions with Affiliates. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions (including, without limitationbut not limited to, the sale, transfer, disposition, purchase, exchange or lease of assets or property Property, the making of any Investment, the giving of any Guarantee or the rendering of any service), with, ) with or for the benefit of, of any Affiliate of the Issuer involving aggregate payments Company (other than the Company or consideration in excess of £5.0 million a Wholly Owned Restricted Subsidiary), unless such transaction or series of transactions is entered into in good faith and: (ai) such transaction or series of transactions is on terms that, taken as a whole, are not materially no less favorable to the Issuer Company or such Restricted Subsidiary that those that could be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-length transaction with third parties that are not Affiliates; and (bii) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair involving aggregate payments by or to the Issuer Company or such Restricted Subsidiary having a Fair Market Value equal to or in excess of (A) $1.0 million but less than $5.0 million, an officer of the Company, in his good faith judgment, believes such transaction or series of transactions complies with clause (i) of this paragraph as evidenced by an Officer's Certificate delivered to the Trustee, (B) $5.0 million but less than $15.0 million, the Board of Directors of the Company (including a majority of the disinterested members of the Board of Directors of the Company) approves such transaction or series of transactions and, in its good faith judgment, believes that such transaction or series of transactions complies with clause (i) of this paragraph as evidenced by a certified resolution delivered to the Trustee or (C) $15.0 million, (1) the Company receives from an independent, nationally recognized investment banking firm or appraisal firm, in either case specializing or having a speciality in the type and subject matter of the transaction (or series of transactions) at issue, a written opinion that such transaction (or series of transaction) is fair, from a financial point of view. Notwithstanding , to the foregoingCompany or such Restricted Subsidiary and (2) the Board of Directors of the Company (including a majority of the disinterested members of the Board of Directors of the Company) approves such transaction or series of transactions and, in its good faith judgment, believes that such transaction or series of transactions complies with clause (i) of this paragraph, as evidenced by a certified resolution delivered to the restrictions set forth in this description will Trustee. (b) The limitations of the preceding subsection do not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ reasonable and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation customary regular fees to directors of the Company or employee benefit arrangements, including stock options any of its Restricted Subsidiaries who are not employees of the Company or legal fees, so long as the Issuer’s Board any of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration thereforits Restricted Subsidiaries; (ii) indemnities of officers and directors of the Company or any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted InvestmentSubsidiary consistent with such Person's bylaws and applicable statutory provisions; (iii) agreements the Company's and arrangements existing on the date of this Indenture its Restricted Subsidiaries' employee compensation and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Dateother benefit arrangements; (iv) loans made (A) to officers, directors or employees of the Company or any payments Restricted Subsidiary approved by the Board of Directors (or by a duly authorized officer), the proceeds of which are used solely to purchase common stock of the Company in connection with a restricted stock or employee stock purchase plan, exercise stock options received pursuant to an employee or director stock option plan or other transactions pursuant incentive plan, in a principal amount not to a tax sharing agreement between exceed the Issuer and any other Person exercise price of such stock options, or (B) to refinance loans, together with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution accrued interest thereon, made pursuant to applicable legislationthis clause (iv); (v) the issuance of securities pursuant toadvances and loans to officers, or for the purpose directors and employees of the funding ofCompany or any Subsidiary in the ordinary course of business, employment arrangements, stock options, provided -------- such loans and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors;advances do not exceed $2.0 million at any one time outstanding; or (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect Investments in Unrestricted Subsidiaries which are deemed to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the be Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Payments under Section 4.04.

Limitation on Transactions with Affiliates. The Issuer shall U.S. Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into into, renew, extend or suffer permit to exist any transaction or series of related transactions (includingincluding the purchase, without limitation, the sale, purchase, lease or exchange or lease of any assets or property or the rendering of any service), with, ) or for the benefit of, series of related transactions with any Affiliate of the Issuer involving aggregate payments U.S. Borrower or consideration in excess any holder of £5.0 million unless such transaction 5% or series more of transactions is entered into in good faith and: the U.S. Borrower's Capital Stock (aother than a Wholly-Owned Subsidiary or employee benefit plan or plan trust) such transaction or series of transactions is (an "Affiliate Transaction") on terms that, taken as a whole, that are not materially less favorable to the Issuer U.S. Borrower or such Restricted Subsidiary, as the case may be, than those that could have been obtained would be available in a comparable arm’s-arm's length transaction with third parties that are a Person who is not Affiliates; an Affiliate or 5% stockholder of the U.S. Borrower or such Subsidiary, except for (bi) a sale to Alberta of the capital stock of Alberta and (ii) transfers of assets and licenses of technology permitted under Section 8.02 (e) (iv) (A) or (B). In addition, the U.S. Borrower will not, and will not permit any Subsidiary to, enter into an Affiliate Transaction, or any series of related Affiliate Transactions, unless (a) with respect to any a transaction or series of related transactions involving aggregate payments consideration equal to or the transfer of assets or provision of services, in each case having a value greater than £10.0 million$6,000,000, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been is approved by a majority of the Disinterested Board of Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board U.S. Borrower, including a majority of Directorsthe disinterested directors; and and (cb) in the case that there are no Disinterested Directors or with respect to any such transaction or series of related transactions involving aggregate payments consideration equal to or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million$12,000,000, the Issuer shall deliver U.S. Borrower has delivered to the Trustee a written Agents and the Lenders an opinion of an accounting, appraisal, a nationally recognized investment banking or advisory firm of international standing stating to the effect that the such transaction or series of transactions is are fair to the Issuer U.S. Borrower or such Restricted Subsidiary Subsidiary, as the case may be, from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description covenant will not apply to: to (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ reasonable and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as customary regular fees to directors of the Issuer’s Board U.S. Borrower who are not employees of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; U.S. Borrower; (ii) any Restricted Payments not prohibited by Section 4.08 or loans and advances to officers, directors and employees of the making U.S. Borrower and the Subsidiaries for travel, entertainment and moving and other relocation expenses made in direct furtherance and in the ordinary course of an Investment that is a Permitted Investment; business of the U.S. Borrower and the Subsidiaries; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between employee, officer or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate director of the Issuer solely because the Issuer U.S. Borrower or a Restricted Subsidiary any of the Issuer owns Capital Stock Subsidiaries pursuant to employee benefit or compensation arrangements entered into in such Person or solely because the Issuer or a Restricted Subsidiary ordinary course of the Issuer has the right to designate one or more members of business and approved by the Board of Directors of the U.S. Borrower or the Board of Directors of such Subsidiary permitted by this Agreement; (iv) customary underwriting or similar governing body transactions with an investment banking Affiliate; (v) any transaction entered into in the ordinary course of such Person; business with the U.S. Borrower or a Subsidiary; (x) the payment of Management Fees; or (xivi) transactions to occur on or about in the Issue Date in connection with ordinary course of business between the restructuring U.S. Borrower and the Subsidiaries permitted by this Agreement; provided, however, the aggregate principal amount of the Towergate group (including actions loans and advances made pursuant to or contemplated by the scheme clauses (ii) and (iii) of arrangement between Towergate Finance plc and the scheme creditors referred to therein)this sentence shall not exceed $6,000,000 at any time outstanding.

Limitation on Transactions with Affiliates. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or property or the rendering of any service), with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments Company or consideration in excess any of £5.0 million its Restricted Subsidiaries unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-an arm's length transaction with third parties that who are not Affiliates; Affiliates and (b) either (i) with respect to any transaction or series of related transactions involving aggregate payments or the transfer in excess of assets or provision of services$5,000,000, in each case having a value greater but less than £10.0 million$10,000,000, the Issuer shall deliver Company delivers a resolution of its the Board of Directors (of the Company set out forth in an Officer’s Officers' Certificate to the Trustee) resolving Trustee certifying that such transaction complies or series of related transactions comply with clause (a) above and that the fairness of such transaction has or transactions have been approved by the Board of Directors (including a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested DirectorDirectors) of the Issuer’s Board of Directors; and Company or (cii) in the case that there are no Disinterested Directors or with respect to any a transaction or series of related transactions involving aggregate payments equal to or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million$10,000,000, the Issuer shall deliver Company delivers to the Trustee a written opinion of (x) an accounting, appraisal, investment banking or advisory firm of international standing stating Officers' Certificate certifying that the such transaction or series of related transactions is have been approved by the Board of Directors (including a majority of the Disinterested Directors) of the Company and (y) a written opinion from a nationally recognized accounting or investment banking firm to the effect that such transaction or series of related transactions are fair to the Issuer Company or such Restricted Subsidiary from a financial point of view. Notwithstanding The foregoing covenant shall not restrict any of the foregoing, the restrictions set forth in this description will not apply tofollowing: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viiiA) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Company and/or its Restricted Subsidiaries; (ixB) the Company from paying reasonable and customary regular compensation or fees to, or entering into customary expense reimbursement, indemnification or similar arrangements with, directors of the Company or any Restricted Subsidiary who are not employees of the Company or any Restricted Subsidiary; (C) transactions permitted by the provisions of Section 1011; (D) transactions among the Company, Safety-Kleen Services and Laid▇▇▇ ▇▇▇suant to the Stock Purchase Agreement; (E) transactions among the Company, Laid▇▇▇ ▇▇▇/or Laid▇▇▇ International Finance Corporation pursuant to the PIK Purchase Agreement; (F) any payments made by the Company or a Restricted Subsidiary to Laid▇▇▇ ▇▇ transactions entered into among the Company, any Restricted Subsidiary 77 85 and/or Laid▇▇▇ ▇▇▇suant to customary financial and management service arrangements (including, without limitation, general liability and workers' compensation insurance, income tax management and treasury services); provided, however, that each such payment or transaction is (1) in the ordinary course of business consistent with past practice prior to the date of the Indenture and (2) upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary, as the case may be, than could have been obtained in a comparable arm's length transaction with a Person that is not an Affiliate of the Issuer solely because Company or such Restricted Subsidiary; (G) Investments by the Issuer Company and its Restricted Subsidiaries in Safety-Kleen Europe Limited; provided, however, that each such Investment is (1) being made substantially concurrently with Investments by other Persons (other than management or former management of Safety-Kleen Europe Limited) owning equity interests in Safety-Kleen Europe Limited at the date of such Investment; (2) made on substantially the same terms and conditions as such Investments being made concurrently by other Persons (other than management or former management of Safety-Kleen Europe Limited) owning equity interests in Safety-Kleen Europe Limited at such date; and (3) upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiaries, as the case may be, than could have been obtained in a Restricted Subsidiary comparable arm's length transaction with a person that is not an Affiliate of the Issuer owns Capital Stock Company or such Restricted Subsidiaries; and (H) transactions among the Company and its Restricted Subsidiaries and (1) Chur▇▇ ▇▇▇▇▇▇ ▇▇., Inc. pursuant to the Partnership Agreement, and (2) the Partnership pursuant to the Sales Agreement; provided, however, that (a) each such transaction is in the ordinary course of business; (b) each such transaction is upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiaries, as the case may be, than could have been obtained in a comparable arm's length transaction with a Person or solely because the Issuer or a Restricted Subsidiary that is not an Affiliate of the Issuer Company or such Restricted Subsidiary; and (c) if any transaction or series of related transactions involving aggregate payments in excess of $5,000,000 is entered into pursuant to the Partnership Agreement and/or the Sales Agreement and such agreement has been amended or replaced since the right date of the Indenture, the Company shall deliver to designate one or more members the Trustee a resolution of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group Company set forth in an Officers' Certificate certifying that such transaction or series of related transactions comply with subparagraph (a) of the first paragraph in this Section 1014 and that such transaction or series of related transactions have been approved by the Board of Directors (including actions pursuant to or contemplated by a majority of the scheme Disinterested Directors) of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Company.

Limitation on Transactions with Affiliates. The Issuer Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), with, or for the benefit of, services) with any Affiliate of the Issuer involving aggregate payments Company (other than the Company or consideration in excess of £5.0 million a Wholly Owned Subsidiary) unless such transaction or series of transactions is entered into in good faith and: (ai) such transaction or series of transactions is in writing on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained would be available in a comparable arm’stransaction in arm's-length transaction dealings with an unrelated third parties that are not Affiliates; party, (bii) with respect to any transaction or series of related transactions involving aggregate payments or the transfer in excess of assets or provision of services, in each case having a value greater than £10.0 million$5,000,000, the Issuer shall deliver a resolution of its Board of Directors (set out in Company delivers an Officer’s Officers' Certificate to the Trustee) resolving Trustee certifying that such transaction or series of related transactions complies with clause (ai) above and that the fairness of such transaction or series of related transactions has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and Directors of the Company, and (ciii) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments in excess of $10,000,000, or in the transfer event no members of assets the Board of Directors of the Company are Disinterested Directors with respect to any transaction or the provision series of services, transactions included in each case having a value greater than £30.0 millionclause (ii), the Issuer shall deliver Company delivers to the Trustee a written opinion of an accounting, appraisal, a nationally recognized investment banking firm or advisory firm of international standing independent appraiser stating that the such transaction or series of transactions is fair to the Issuer Company or such Restricted Subsidiary Subsidiary, as the case may be, from a financial point of view. Notwithstanding ; provided, further, that this provision shall not restrict (a) the foregoing, Company from paying reasonable and customary regular compensation and fees to directors of the restrictions set forth in this description will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes Company or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose Subsidiary who are not also employees of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are Company or have been previously approved by the Issuer’s Board of Directors; any Subsidiary or (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viiib) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer Company or a Restricted Subsidiary of the Issuer owns Capital Stock Company and any Subsidiary or Joint Venture in such Person or solely because the Issuer or which no interest is held by an Affiliate that is not a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Subsidiary.

Limitation on Transactions with Affiliates. The Issuer Company shall not, and shall not permit any Restricted Subsidiary Project Company to, directly or indirectly, enter into into, permit to exist, renew or suffer to exist extend any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of any assets or property or the rendering of any service), with, or for the benefit of, services) with any Affiliate of the Issuer involving aggregate payments or consideration in excess Company (other than a Project Company) unless (i) the terms of £5.0 million unless such transaction or series of related transactions is entered into in good faith and: are (aA) such transaction or series of transactions is on terms that, taken as a whole, are not materially no less favorable to the Issuer Company or such Restricted SubsidiaryProject Company, as the case may be, than those that could have been obtained would be obtainable in a comparable arm’stransaction or series of related transactions in arm's-length dealings with an unrelated third party and (B) set forth in writing, if such transaction with third parties that are not Affiliates; or series of related transactions involve aggregate payments or consideration in excess of $1,000,000, and (bii) with respect to any a transaction or series of related transactions involving aggregate payments the sale, purchase, lease or the transfer exchange of property or assets or provision of services, in each case having a value greater than £10.0 millionin excess of $5,000,000, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness or series of such transaction transactions has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) disinterested members of the Issuer’s Board of Directors or, if there are no disinterested members of the Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer Board of Directors shall deliver to the Trustee have received a written opinion of an accounting, appraisal, a internationally recognized investment banking or advisory firm of international standing stating that the such transaction or series of transactions is fair to the Issuer Company or such Restricted Subsidiary Project Company from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will The foregoing provisions do not apply toprohibit: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ reasonable fees to directors of the Company and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation the Project Companies who are not employees of the Company or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefora Project Company; (ii) any Restricted Payments transaction between the Company and a Wholly Owned Subsidiary or between Wholly Owned Subsidiaries not otherwise prohibited by Section 4.08 or the making terms of an Investment that is a Permitted Investmentthis Indenture; (iii) agreements and arrangements existing on the date payment of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement Restricted Payment which is expressly permitted to the terms thereof is not more disadvantageous be paid pursuant to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue DateSection 3.03(b); (iv) any payments issuance of securities or other transactions reasonable payments, awards or grants, in cash or otherwise, pursuant to a tax sharing agreement between to, or the Issuer and any other Person with which funding of, employment arrangements approved by the Issuer files a consolidated tax return or with which the Issuer is part Board of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislationDirectors; (v) the issuance grant of securities pursuant to, stock options or for the purpose similar rights to employees and directors of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously Company pursuant to plans approved by the Issuer’s Board of Directors; (vi) loans or advances to employees in the granting and performance ordinary course of registration rights for the Issuer’s securitiesbusiness; (vii) (x) issuances any repurchase, redemption or sales other retirement of Qualified Capital Stock Equity Interests of the Issuer Company held by employees of the Company or Deeply Subordinated Funding and (y) any amendmentof the Project Companies upon death, waiver disability or termination of employment at a price not in excess of the fair market value thereof approved by the Board of Directors or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions governing body of this Indenturesuch Project Company; (viii) transactions between the extension, renewal, entry into or among payment pursuant to any services agreement with AES that provides for the Issuer and payment by the Restricted Subsidiaries or between or among Restricted Subsidiaries;Company to AES of fees on terms that are not more advantageous to AES than as provided under the Services Agreement as in effect on the Issue Date; and (ix) transactions with a Person that is an Affiliate any agreement to do any of the Issuer solely because foregoing. Any transaction which has been determined, in the Issuer written opinion of an independent internationally recognized investment banking firm, to be fair, from a financial point of view, to the Company or a Restricted Subsidiary of the Issuer owns Capital Stock applicable Project Company, shall be deemed to be in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection compliance with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)this section.

Limitation on Transactions with Affiliates. The Issuer shall Company will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), with, services) with or for the benefit of, of any Affiliate of the Issuer involving aggregate payments Company (other than the Company or consideration in excess of £5.0 million a Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and: and in writing and (a1) such transaction or series of related transactions is on terms that, taken as a whole, in all material respects that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained would be available in a comparable transaction in arm’s-length transaction dealings with an unrelated third parties that are not Affiliates; party, (b2) with respect to any transaction or series of related transactions involving aggregate payments or the transfer value in excess of assets or provision of services, in each case having a value greater than £10.0 $1.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness or series of such transaction related transactions has been approved by either (a) a majority of the Disinterested Directors (of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (b) the Audit Committee of the Issuer’s Board of Directors; and Directors of the Company by a majority of members thereof who do not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions and (c3) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer value in excess of assets or the provision of services, in each case having a value greater than £30.0 $10.0 million, the Issuer shall deliver Company delivers to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transaction or series of related transactions is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing; provided, the restrictions set forth in however, that this description will provision shall not apply to: (i) customary directors’ feestransactions and agreements in existence on the Issue Date and any renewals, indemnification amendments, modifications and similar arrangements (including changes to such agreements which are not adverse in any material respect to the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration thereforCompany; (ii) transactions between or among the Company or any of the Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted InvestmentSubsidiaries; (iii) agreements and arrangements existing on the date of Restricted Payments or other transactions expressly permitted by this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue DateIndenture; (iv) any payments compensation (including bonuses and equity compensation) paid to and other benefits (including retirement, health and other benefit plans, profit sharing plans, awards and transactions under stock incentive plans or other transactions pursuant to a tax sharing agreement between management equity subscription agreements), severance agreements, and indemnification or insurance arrangements provided on behalf of officers, directors, managers, employees or consultants of the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes Company or any tax advantageous group contribution made pursuant to applicable legislationRestricted Subsidiary, in each case in the ordinary course of business; (v) the issuance of securities pursuant toexistence of, or for the purpose performance by the Company or any Restricted Subsidiary of its obligations under the terms of, any stockholders’ agreement (including any registration rights agreement or purchase agreement but excluding any management agreement related thereto) to which it is a party as of the funding of, employment arrangements, stock options, Issue Date and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directorsany similar agreements which it may enter into thereafter; (vi) transactions with Unrestricted Subsidiaries, customers, clients, suppliers, joint venture partners, lessors or lessees of property (real or personal) or purchasers or sellers of goods or services, in each case in the granting ordinary course of business and performance otherwise in compliance with the terms of registration rights for this Indenture which are fair to the Issuer’s securitiesCompany and its Restricted Subsidiaries, on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary with unaffiliated third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, on terms that are in the reasonable determination of the senior management of the Company, at least as favorable as might reasonably have been obtained at such time from an unaffiliated third party; (vii) (x) issuances or sales the issuance of Qualified Capital Stock (including all warrants, options or other rights to acquire Qualified Capital Stock) of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this IndentureCompany; (viii) transactions between loans and advances to, and reimbursements of, officers, directors, managers and employees for business related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or among the Issuer consistent with past practices and the Restricted Subsidiaries or between or among Restricted Subsidiaries;in compliance with all applicable laws; and (ix) transactions with a Person that is an Affiliate of the Issuer solely because existence of, or the Issuer performance by the Company or a any Restricted Subsidiary of its obligations under the Issuer owns Capital Stock in such Person or solely because the Issuer or terms of, any employment agreement to which it is a Restricted Subsidiary party as of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date and any renewals, amendments, modifications and changes to such agreements which are not adverse in connection with any material respect to the restructuring Company, and any similar agreements which it may enter into thereafter, in each case in the ordinary course of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)business.

Limitation on Transactions with Affiliates. The Issuer Company shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or property or the rendering of any service), guarantee with, or for the benefit of, any Affiliate (each of the Issuer involving foregoing, an "AFFILIATE TRANSACTION"), except for (i) Affiliate Transactions, which together with all Affiliate Transactions that are part of a common plan, have an aggregate payments or consideration in excess value of £5.0 million unless not more than $1.0 million; PROVIDED, that such transaction or series of transactions is entered into are conducted in good faith and: (a) such transaction or series of transactions is and on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such the relevant Restricted Subsidiary, as the case may be, Subsidiary than those that could would have been obtained in a comparable arm’stransaction at such time on an arm's-length transaction basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary, (ii) Affiliate Transactions, which together with third parties all Affiliate Transactions that are part of a common plan, have an aggregate value of not Affiliates; (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of servicesmore than $2.0 million; PROVIDED, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) disinterested members of the Issuer’s Board of Directors; and (c) Directors of the Company determine that such transactions are conducted in the case good faith and on terms that there are no Disinterested Directors or with respect less favorable to any transaction or series of related transactions involving aggregate payments the Company or the transfer relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of assets the Company or such Restricted Subsidiary and (iii) Affiliate Transactions for which the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver Company delivers to the Trustee a written an opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair as to the Issuer fairness to the Company or such Restricted Subsidiary from a financial point of view. Notwithstanding , issued by an investment banking firm of national standing; PROVIDED, HOWEVER, that the foregoing, the restrictions set forth in this description following will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and be deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein).45

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist conduct any transaction or series of related transactions (includingincluding the purchase, without limitation, the sale, purchase, lease or exchange or lease of assets or any property or the rendering of any service), with, or for the benefit of, ) with any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith and: Company (aan "Affiliate Transaction") such transaction or series of transactions is on terms that, taken as a whole, (i) that are not materially less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been be obtained in a comparable arm’s-length transaction with third parties that are not Affiliates; (b) with respect to any transaction or series of related transactions involving aggregate payments or at the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness time of such transaction has in arm's-length dealings with a Person who is not such an Affiliate, (ii) that, in the event such Affiliate Transaction involves an aggregate amount in excess of U.S.$1.0 million, have not been approved by a majority of the Disinterested members of the Board of Directors having no personal stake in such Affiliate Transaction and (or iii) that, in the event there is only one Disinterested Director, by such Disinterested Director) Affiliate 47 Transaction involves an amount in excess of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 U.S.$5.0 million, the Issuer shall deliver have not been determined to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is be fair to the Issuer Company or such Restricted Subsidiary from a financial point of view. Notwithstanding view pursuant to the foregoing, written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the restrictions set forth in this description will terms of the type of transaction or series of related transactions. (b) The provisions of paragraph (a) above shall not apply to: prohibit (i) customary directors’ feesany Restricted Payment permitted to be paid pursuant to Section 4.05, indemnification and similar arrangements (including ii) the payment of directors’ reasonable fees to directors of the Company and officers’ insurance premiums)its Subsidiaries who are not employees of the Company or its Subsidiaries, consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to the Secondment Agreement, provided that, in the event such transactions involve an aggregate amount exceeding U.S.$10.0 million in any calendar year, such transactions to the extent they exceed U.S.$10.0 million must be approved by a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose majority of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors having no personal stake therein and must be determined to be fair to the Company and the applicable Restricted Subsidiaries from a financial point of view pursuant to a written opinion of an investment banking firm or similar governing body of such Person; other expert as provided in paragraph (xa) the payment of Management Fees; or above, (xiiv) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and Master Technical Services Agreement, provided that, in the scheme creditors referred event such transactions involve an aggregate amount exceeding U.S.$3.0 million in any calendar year, such transactions to therein).the extent they exceed U.S.$

Limitation on Transactions with Affiliates. The Issuer shall Company will not, and shall will not permit any Restricted Subsidiary of the Company to, directly or indirectly, enter into into, renew or suffer to exist extend any transaction or series of related transactions (including, without limitation, the purchase, sale, purchaselease or exchange of property or assets, exchange or lease of assets or property or the rendering of any service), with, or for the benefit of, ) with any Affiliate of the Issuer involving aggregate payments Company or consideration in excess any Subsidiary of £5.0 million unless such transaction or series of transactions is entered into in good faith and: the Company, except (ai) such transaction or series of transactions is on upon fair and reasonable terms that, taken as a whole, are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, Subsidiary than those that could have been be obtained in a comparable arm’sarm's-length transaction with third parties a Person that are is not Affiliates; such an Affiliate and (bii) if such transaction is in the best interests of the Company or such Subsidiary, provided that with respect to any a transaction or series of related transactions involving aggregate payments by the Company or the transfer of assets or provision of services, in each case such Subsidiary having a fair market value greater equal to or in excess of (a) $1 million but less than £10.0 $5 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by Company approves such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions and, in its good faith judgment, believes that such transaction or series of transactions complies with clauses (i) and (ii) of this paragraph as evidenced by a Board Resolution and (b) $5 million, (A) the Company receives the written opinion of a firm of investment bankers nationally recognized in the United States that such transaction (or series of transactions) is fair to the Issuer or such Restricted Subsidiary fair, from a financial point of view, to the Company or such Subsidiary and (B) the Board of Directors of the Company approves such transaction or series of transactions and, in its good faith judgment, believes that such transaction or series of transactions complies with clauses (i) and (ii) of this paragraph, as evidenced by a Board Resolution. Notwithstanding the foregoingThe foregoing limitation does not limit, the restrictions set forth in this description and will not apply to: to (i) customary directors’ fees, indemnification any transaction between the Company and similar arrangements (including any Substantially-Owned Subsidiary of the payment Company or between Substantially-Owned Subsidiaries of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; Company; (ii) any Restricted Payments not prohibited by Section 4.08 transaction between the Company or any Subsidiary of the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture Company and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer Company or a Restricted of any Subsidiary of the Issuer owns Capital Stock in Company, if (u) such Person is engaged in a similar business to that of the Company and its Subsidiaries, (v) such transaction is in the ordinary course of business of the Company or its Subsidiary, as the case may be, and such Person, (w) such transaction is on fair and reasonable terms no less favorable to the Company or such Subsidiary than could be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate, (x) such transaction is in the best interest of the Company or such Subsidiary, and (y) such Person is an Affiliate solely because by virtue of being directly or indirectly controlled by the Issuer Company or a Restricted Subsidiary of the Issuer has the right to designate one or more members Company; (iii) payments not prohibited by Section 1009 solely by virtue of clause (iv) of the Board first paragraph thereof or payments that are "Restricted Payments" not prohibited by Section 1009; (iv) payments of Directors reasonable and customary fees and salaries of directors and officers of the Company; (v) so long as the 1994 Yankee Bonds are outstanding, loans or similar governing body advances, or transfers of such Person; any property or assets to the Company or any Subsidiary of the Company; and (xvi) the payment contribution by the Company of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring Series A Shares of the Towergate group (including actions pursuant Company to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Company's Employee Stock Option Trust.

Limitation on Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), with, or for the benefit of, services) with any Affiliate of the Issuer (other than a Restricted Subsidiary of the Issuer) involving aggregate payments or consideration in excess of £$5.0 million unless such transaction or series of transactions is entered into in good faith andmillion, unless: (ai) such transaction or series of transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could have been obtained would be available at the time of such transaction or series of transactions in a comparable arm’s-transaction in an arm’s length transaction dealing with an unaffiliated third parties that are not Affiliates;party (as determined in good faith by the Board of Directors or Senior Management); and (bii) with respect to any a transaction or series of transactions involving aggregate payments equal to or greater than $10.0 million, a majority of the Disinterested Members (as evidenced by a Board Resolution) determines that such transaction or series of transactions complies with clause (1) above, or if there are no such Disinterested Members, an Independent Financial Advisor determines that (i) such transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding view or (ii) that the foregoing, terms of such transaction or series of related transactions are not materially less favorable to the restrictions set forth Issuer or such Restricted Subsidiary than those that would have been obtained in this description a comparable transaction with an unaffiliated party on an arm’s-length basis. (b) The foregoing provisions will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer, directly or indirectly, owns Equity Interests in such Person; (ii) any Restricted Payment not prohibited by Section 4.06 or any Permitted Investment; (iii) any transaction or series of transactions between the Issuer and one or a more of its Restricted Subsidiary Subsidiaries or between two or more of its Restricted Subsidiaries; (iv) the payment of reasonable and customary fees, including consulting fees, bonuses and compensation (including amounts paid pursuant to employee benefit plans) for the personal services of, the reimbursement of expenses paid by, and indemnity provided on behalf of, future, present or former officers, directors, employees, members of management, consultants, or independent contractors of the Issuer owns Capital Stock or any of its Restricted Subsidiaries so long as such payment, reimbursement or indemnity (i) has been approved by a majority of Disinterested Members (as evidenced by a Board Resolution) or (ii) is paid in the ordinary course of business; (v) any agreements or arrangements in existence on the Issue Date that are described or incorporated by reference in the Offering Memorandum, and any amendments, modifications, extensions or replacements thereof; provided, however, that any such Person amendments, modifications, extensions or solely because replacements shall only be permitted by this clause (5) to the extent that the terms of such amendment, modification, extension or replacement, taken as a whole, are not materially more disadvantageous to the Issuer and its Restricted Subsidiaries than the terms of such agreements or arrangements in effect on the Issue Date; provided that a Restricted Subsidiary good faith determination by a majority of the Disinterested Members (as evidenced by a Board Resolution) that the terms of such amendment, modification, extension or replacement, taken as a whole, are not materially more disadvantageous to the Issuer has and its Restricted Subsidiaries than the right terms of such agreements or arrangements in effect on the Issue Date shall be conclusive; (vi) (a) transactions with customers, clients, suppliers, landlords, lessors, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to designate one the Issuer, or more members of are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party (as determined in good faith by the Board of Directors or similar governing body Senior Management) and (b) with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business; (vii) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such Persontransaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; (viii) any issuance or sale of Equity Interests (other than Redeemable Capital Stock) of the Issuer and the granting of registration and other customary rights in connection therewith; (ix) purchases, repurchases or repayments of notes or other Indebtedness or solicitations of amendments, waivers or consents in respect of notes or such other Indebtedness, if such purchase, repurchase or repayment or solicitation is on the same terms as those offered to Holders or such other Indebtedness that are not Affiliates; (x) the payment granting and performance of Management Fees; orregistration rights for the Issuer’s Capital Stock; (xi) transactions to occur on with an Affiliate where the only consideration paid by the Issuer or about the Issue Date in connection with the restructuring any Restricted Subsidiary is Capital Stock of the Towergate group Issuer (other than Redeemable Capital Stock); and (xii) any employment agreement, consultant agreement or employee benefit arrangement with any employee, consultant, officer or director of the Issuer or any Restricted Subsidiary, including actions pursuant to under any stock option, stock appreciation right, stock incentive or contemplated by similar plan, entered into in the scheme ordinary course of arrangement between Towergate Finance plc and the scheme creditors referred to therein)business.

Limitation on Transactions with Affiliates. The Issuer Company shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or property or the rendering of any service), guarantee with, or for the benefit of, any Affiliate (each of the Issuer involving foregoing, an "Affiliate Transaction"), except for (i) Affiliate Transactions, which together with all Affiliate Transactions that are part of a common plan, have an aggregate payments or consideration in excess value of £5.0 million unless not more than $1.0 million; provided, that such transaction or series of transactions is entered into are conducted in good faith and: (a) such transaction or series of transactions is and on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such the relevant Restricted Subsidiary, as the case may be, Subsidiary than those that could would have been obtained in a comparable arm’stransaction at such time on an 50 52 arm's-length transaction basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary, (ii) Affiliate Transactions, which together with third parties all Affiliate Transactions that are part of a common plan, have an aggregate value of not Affiliates; (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of servicesmore than $5.0 million; provided, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) disinterested members of the Issuer’s Board of Directors; and (c) Directors of the Company determine that such transactions are conducted in the case good faith and on terms that there are no Disinterested Directors or with respect less favorable to any transaction or series of related transactions involving aggregate payments the Company or the transfer relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of assets the Company or such Restricted Subsidiary, and (iii) Affiliate Transactions for which the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver Company delivers to the Trustee a written an opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair as to the Issuer fairness to the Company or such Restricted Subsidiary from a financial point of view, issued by an investment banking firm of national standing. Notwithstanding the foregoing, the restrictions set forth in this description following will not apply to: be deemed to be Affiliate Transactions: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation entered into by the Company or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or Subsidiary in the making ordinary course of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on business with the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part approval of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose majority of the funding of, employment arrangements, stock options, and stock ownership plans, as long as disinterested members of the terms thereof are or have been previously approved by the Issuer’s Company's Board of Directors; , (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viiiii) transactions between or among the Issuer Company and/or its Wholly Owned Subsidiaries, (iii) Restricted Payments permitted by Section 4.7 of this Indenture, and the Restricted Subsidiaries (iv) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate consultants of the Issuer solely because the Issuer Company or a any Restricted Subsidiary as determined in good faith by a majority of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary disinterested directors of the Issuer has the right to designate one or more members Company's Board of Directors or, if none, unanimously by the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Directors.

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions (including, without limitation, including the sale, transfer, disposition, purchase, exchange or lease of assets or property Property, the making of any Investment, the giving of any Guarantee or the rendering of any service), with, ) with or for the benefit of, of any Affiliate of the Issuer involving aggregate payments Company (other than the Company or consideration in excess of £5.0 million a Wholly Owned Subsidiary), unless such transaction or series of transactions is entered into in good faith and: (ai) such transaction or series of transactions is on terms that, taken as a whole, are not materially no less favorable to the Issuer Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-length transaction with third parties that are not Affiliates; and (bii) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair involving aggregate payments by or to the Issuer Company or such Restricted Subsidiary having a Fair Market Value equal to or in excess of (a) $1,000,000 but less than $5,000,000, an Officer certifies that such transaction or series of transactions complies with clause (i) of this paragraph, as evidenced by an Officer's Certificate delivered to the Trustee, (b) $5,000,000 but less than $20,000,000, the Board of Directors (including a majority of the disinterested members of such Board of Directors) approves such transaction or series of transactions and certifies that such transaction or series of transactions complies with clause (i) of this paragraph, as evidenced by a certified resolution delivered to the Trustee, or (c) $20,000,000, (1) the Company receives from an independent, nationally recognized investment banking firm or appraisal firm, in either case specializing or having a specialty in the type and subject matter of the transaction (or series of transactions) at issue, a written opinion that such transaction (or series of transactions) is fair, from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement Company or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding such Restricted Subsidiary and (y2) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body (including a majority of the disinterested members of such Person; Board of Directors) approves such transaction or series of transactions and certifies that such transaction or series of transactions complies with clause (xi) of this paragraph, as evidenced by a certified resolution delivered to the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Trustee.

Limitation on Transactions with Affiliates. (a) The Issuer shall Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into into, renew or suffer to exist extend any transaction or series of related transactions (including, without limitation, the purchase, sale, purchaselease or exchange of property or assets, exchange or lease of assets or property or the rendering of any service), with, ) with a Related Person or for the benefit of, with any Affiliate of the Issuer involving aggregate payments Company or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on any Restricted Subsidiary, except upon fair and reasonable terms that, taken as a whole, are not materially no less favorable to the Issuer Company or such Restricted SubsidiarySubsidiary than could be obtained, as at the case may betime of such transaction or, than those that could have been obtained if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-arm’s length transaction with third parties a Person that are is not Affiliates;such a Related Person or an Affiliate. (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer The foregoing limitation does not limit and shall deliver a resolution of its Board of Directors not apply to: (set out in an Officer’s Certificate to the Trustee1) resolving that such transaction complies with clause transactions: (aA) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) disinterested members of the IssuerCompany’s Board of DirectorsDirectors or by a majority of the members of the audit committee or compensation committee of such Board of Directors constituted in accordance with the rules of The Nasdaq Stock Market, Inc. or other United States national securities exchange; andor (cB) in for which the case that there are no Disinterested Directors Company or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver Restricted Subsidiary delivers to the Trustee a written opinion of an accounting, appraisal, a nationally recognized investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer Company or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this description will not apply to: (i2) customary any transaction solely between the Company and any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries; (3) fees and compensation paid to and indemnity provided on behalf of, officers, directors’ fees, indemnification and similar arrangements (including employees or consultants of the payment Company or any Restricted Subsidiary of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long the Company as determined in good faith by the IssuerCompany’s Board of Directors has approved the terms thereof and deemed the services theretofore (or thereafter to be performed for such compensation a committee thereof) or payments to be fair consideration thereforsenior management; (ii4) any transactions pursuant to employment agreements or arrangements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and any issuance of securities, or other payments, awards or grants in cash, securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or other employee benefit plans approved by the Company’s Board of Directors; (5) any grant of stock options, restricted stock or other awards to employees and directors of the Company or any Restricted Subsidiary pursuant to plans approved by the Company’s Board of Directors; (6) any transactions pursuant to any agreement or arrangement as in effect as of the Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto and any extension of the maturity thereof) and any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the Closing Date; (7) the issuance of Capital Stock of the Company (other than Disqualified Stock); (8) a Parent Transaction; (9) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees4.04; or (xi10) transactions to occur on sales of accounts receivable, or about the Issue Date participations therein, in connection with any Qualified Receivables Financing. Notwithstanding the restructuring foregoing, any transaction or series of related transactions covered by Section 4.07(a) and not covered by clauses (2) through (10) of this Section 4.07(b), (a) the Towergate group aggregate amount of which exceeds $20 million, but does not exceed $50 million, in value, must be determined to be fair in the manner provided for in clause (including actions pursuant 1)(A) or (1)(B) above and (b) the aggregate amount of which exceeds $50 million in value, must be determined to or contemplated by be fair in the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)manner provided for in clause (1)(B) above.

Limitation on Transactions with Affiliates. The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions (including, without limitation, including the sale, transfer, disposition, purchase, exchange or lease of assets or property Property, the making of any Investment, the giving of any Guarantee or the rendering of any service), with, ) with or for the benefit of, of any Affiliate of the Issuer involving aggregate payments Company (other than the Company or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith anda Wholly Owned Subsidiary), unless: (a) such transaction is set forth in writing; (b) such transaction or series of transactions is on terms that, taken as a whole, are not materially no less favorable to the Issuer Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-length transaction with third parties that are not Affiliates; (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or provision of services, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair involving aggregate payments by or to the Issuer Company or such Restricted Subsidiary having a Fair Market Value equal to or in excess of: (1) $10.0 million but less than $25.0 million, the Board of Directors of the Company (including a majority of the disinterested members of such Board of Directors) approves such transaction or series of transactions and certifies that such transaction or series of transactions complies with clause (b) of this paragraph, as evidenced by a certified resolution delivered to the Trustee, or (2) $25.0 million, (A) the Company receives from an independent, nationally recognized investment banking firm or appraisal firm, in either case specializing or having a specialty in the type and subject matter of the transaction (or series of transactions) at issue, a written opinion that such transaction (or series of transactions) is fair, from a financial point of view, to the Company or such Restricted Subsidiary, and (B) such Board of Directors (including a majority of the disinterested members of the Board of Directors of the Company) approves such transaction or series of transactions and certifies that such transaction or series of transactions complies with clause (b) of this paragraph, as evidenced by a certified resolution delivered to the Trustee. Notwithstanding the foregoing, the restrictions set forth in The preceding limitations of this description will Section 4.16 do not apply to: (ia) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ reasonable and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation customary regular fees to directors of the Company or employee benefit arrangements, including stock options any of its Restricted Subsidiaries who are not employees of the Company or legal fees, so long as the Issuer’s Board any of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration thereforits Restricted Subsidiaries; (iib) indemnities of officers and directors of the Company or any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted InvestmentSubsidiary consistent with such Person's charter, bylaws and applicable statutory provisions; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (ivc) any payments issuance of securities, or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return payments, awards or with which the Issuer is part of a consolidated group for tax purposes grants in cash, securities or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities otherwise pursuant to, or for the purpose of the funding of, employment arrangements, stock options, options and employee stock purchase and ownership plans, as long as the terms thereof are or have been previously plans approved by the Issuer’s Board of DirectorsDirectors of the Company; (vid) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding loans made in compliance with the Sarbanes-Oxley Act of 2002: (1) to officers, ▇▇▇▇▇▇▇▇▇ ▇▇ employees of the Company or any Restricted Subsidiary approved by the Board of Directors of the Company, the net proceeds of which are used solely to purchase common stock of the Company in connection with a restricted stock or employee stock purchase plan, or to exercise stock options received pursuant to an employee or director stock option plan or other provisions incentive plan, in a principal amount not to exceed the purchase price of such common stock or the exercise price of such stock options, or (2) to refinance loans, together with accrued interest thereon, made pursuant to this Indentureclause (d); (viiie) advances and loans made in compliance with the Sarbanes-Oxley Act of 2002 to officers, directors and empl▇▇▇▇▇ ▇▇ ▇▇▇ ▇ompany or any Subsidiary in the ordinary course of business (including, without limitation, non-cash loans for the purchase of joint interests in exploratory and developmental oil and gas prospects or other similar ventures offered by the Company), provided such loans and advances (excluding loans or advances made pursuant to the preceding clause (d)) do not exceed $2.0 million at any one time outstanding; (f) any Restricted Payment permitted to be paid pursuant to Section 4.12. (g) any transaction or series of transactions between the Company and one or among the Issuer and the more Restricted Subsidiaries or between two or among more Restricted Subsidiaries; (ix) transactions with a Person Subsidiaries in the ordinary course of business, provided that no more than 10% of the total voting power of the Voting Stock of any such Restricted Subsidiary is owned by an Affiliate of the Issuer solely because the Issuer or Company (other than a Restricted Subsidiary Subsidiary); and (h) any transaction or series of transactions pursuant to any agreement or obligation of the Issuer owns Capital Stock Company or any of its Restricted Subsidiaries in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur effect on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Date.

Limitation on Transactions with Affiliates. (a) The Issuer Company shall not, and shall not permit any of its Restricted Subsidiaries or Salmon Creek (or any successor to Salmon Creek or any transferee of substantially all of the assets of Salmon Creek so long as such successor or transferee is a Subsidiary of the Company) or any Unrestricted Subsidiary to which the Company or any of its Restricted Subsidiaries makes a contribution of non-cash proceeds received in respect of a Salmon Creek Distribution pursuant to Section 4.04(d) (each, a "Company Party") to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or property or the rendering of any service), with, or for the benefit of, with any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million unless such transaction or series of transactions is entered into in good faith and: Company, unless: (ai) such transaction or series of transactions is on the terms that, taken as a whole, thereof are not materially less favorable to the Issuer or such Restricted Subsidiary, as the case may be, Company Party than those that could have been reasonably be obtained in a comparable arm’s-length transaction at such time with third parties that are a person who is not Affiliates; an Affiliate of the Company; (bii) such transaction shall have been approved as meeting such standard, in good faith, by a majority of the members of the Board of Directors; and (iii) with respect to any transaction or series of related transactions involving aggregate payments or the transfer and consideration in excess of assets or provision of services, in each case having a value greater than £10.0 million$10,000,000, the Issuer Company shall deliver a resolution of its Board of Directors (set out in an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a) above have obtained and that the fairness of such transaction has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver made available to the Trustee a written an opinion of an accounting, appraisal, a nationally recognized investment banking or advisory firm of international standing stating that the terms of such transaction or series of transactions is are fair to the Issuer or such Restricted Subsidiary from a financial point of viewview to the Company Party. Notwithstanding The Company shall deliver to the foregoingTrustee, within 60 days after the restrictions end of each fiscal quarter of the Company, an Officers' Certificate which shall briefly describe and specify the aggregate dollar amount of transactions (other than the transactions set forth in this description will Section 4.08(b), except clause (vii) thereof)) with Affiliates of the Company occurring during such fiscal quarter. (b) The provisions contained in Section 4.08(a) shall not apply to: : (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiumsany transaction permitted by Section 4.04(a) or Section 4.04(c)(i), consulting fees(v), employee salaries, bonuses, employment agreements (vi) and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board (vii) of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; this Indenture; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein).the

Limitation on Transactions with Affiliates. The Issuer shall not, Company will not and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), with, or for the benefit of, services) with any Affiliate of the Issuer involving aggregate payments Company (other than the Company or consideration in excess a Wholly Owned Subsidiary of £5.0 million the Company) unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is in writing on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained would be available in a comparable arm’stransaction in arm's-length transaction dealings with an unrelated third parties that are not Affiliates; party and (b) (i) with respect to any transaction or series of related transactions involving aggregate payments or the transfer in excess of assets or provision of services, in each case having a value greater than £10.0 million$500,000, the Issuer shall deliver a resolution of its Board of Directors (set out in Company delivers an Officer’s Officers' Certificate to the Trustee) resolving Trustee certifying that such transaction or series of related transactions complies with clause (a) above and that the fairness of such transaction or series of related transactions has been approved by a majority of the Disinterested members of the Board of Directors of the Company (or and approved by a majority of Independent Directors of the Company or, in the event there is only one Disinterested such Independent Director, by such Disinterested Independent Director) of the Issuer’s Board of Directors; and and (cii) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer in excess of assets or the provision of services$1,000,000, in each case having a value greater than £30.0 million, the Issuer shall deliver an opinion as to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair fairness to the Issuer Company or such Restricted Subsidiary from a financial point of viewview issued by an investment banking or appraisal firm of national standing. Notwithstanding the foregoing, the restrictions set forth in this description provision will not apply to: to (iA) customary directors’ fees, indemnification and similar arrangements any transaction with an officer or director of the Company entered into in the ordinary course of business (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangementsarrangements with any officer or director of the Company), including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (iiB) any Restricted Payments not prohibited transaction entered into by Section 4.08 the Company or one of its Wholly Owned Subsidiaries with a Wholly Owned Subsidiary of the making of an Investment that is a Permitted Investment; Company, (iiiC) agreements and arrangements existing transactions in existence on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (ivD) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Asset Transfer Transaction.

Limitation on Transactions with Affiliates. The Issuer shall (a) Publishing will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or assets, property or the rendering of any service), with, or for the benefit of, services) with any Affiliate of the Issuer involving aggregate payments Publishing (other than Publishing or consideration in excess a Wholly Owned Restricted Subsidiary, or, if both of £5.0 million The Telegraph and Southam are Restricted Subsidiaries, a Restricted Subsidiary) unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of related transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Publishing or such Restricted Subsidiary, as the case may be, than those that could have been obtained would be available in a comparable arm’stransaction in arm's-length transaction dealings with an unrelated third parties that are not Affiliates; party and (b) with respect to any transaction or series of related transactions involving aggregate payments or the transfer in excess of assets or provision of services$5,000,000, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its Board of Directors (set out in Publishing delivers an Officer’s Officers' Certificate to the Trustee) resolving Trustee certifying that such transaction or series of related transactions complies with clause (a) above and that the fairness of such transaction or series of related transactions has been approved by a majority of the Disinterested Independent Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer’s Board of Directors; and (c) in the case provided that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater otherwise permitted under this paragraph (other than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the any transaction or series of related transactions with respect to the making of any Permitted Investment pursuant to clause (ix) of the definition of "Permitted Investment" or any Restricted Payment permitted pursuant to Section 10.09 (other than those referred to in clause (vi) of paragraph (b) thereof) pursuant to which Publishing or any Restricted Subsidiary shall receive or render value exceeding $15,000,000 shall not be permitted unless, prior to the consummation of any such transaction or series of related transactions, Publishing shall have received an opinion, from an independent nationally recognized investment banking firm or firm experienced in the appraisal or similar review of similar types of transactions, that such transaction is fair to the Issuer or such Restricted Subsidiary Publishing from a financial point of view. Notwithstanding the foregoing; provided further, the restrictions set forth in that this description will covenant shall not apply to: to (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment transactions or agreements and arrangements, compensation as in effect or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing securities outstanding on the date of this Indenture and any amendment, modification or supplement thereto; (provided that any such amendmentamendment to any existing agreement (including the Services Agreement and the Business Opportunities Agreement), modification or supplement and any transaction pursuant to the terms thereof is not more disadvantageous Business Opportunities Agreement, shall require approval 118 118 pursuant to this covenant; notwithstanding the foregoing, any amendment to the Holders in Services Agreement or the Business Opportunities Agreement shall require the approval of a majority of the Independent Directors); (ii) directors' fees approved by the Board of Directors; (iii) any material respect than the original agreement employee benefit plan or arrangement as entered into or made available to officers or other employees of Publishing or the Restricted Subsidiaries in effect on the Issue Date; ordinary course of business; (iv) any sales by Publishing and its Restricted Subsidiaries of their products in the ordinary course of business on arm's-length terms; (v) tax payments or other transactions pursuant to a tax sharing agreement between Tax Sharing Agreement to the Issuer and any other Person with which extent that the Issuer files a consolidated tax return or with which aggregate amount of such payments do not exceed the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose aggregate amount of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viii) transactions between or among the Issuer tax payments that Publishing and the Restricted Subsidiaries would have been required to make if they alone constituted a single consolidated tax group; (vi) loans, advances, dividends or between distributions by FDTH, DTH or among Restricted Subsidiaries; Publishing to Holl▇▇▇▇▇ ▇▇▇ernational in amounts and for the purpose permitted by Section 10.09(b)(v) and (ixvii); (vii) transactions with payments made to Holl▇▇▇▇▇ ▇▇▇. pursuant to the Services Agreement that constitute the reimbursement for the fair value (as determined by a Person that is an Affiliate majority of the Issuer solely because the Issuer Independent Directors serving on an Independent Committee) of services received by Publishing or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; consistent with past practices; and (xviii) the issuance or redemption, retraction or transfer of or payment of Management Fees; or dividends, distributions or other amounts on Mirror Preferred by DTH or FDTH to an Argsub, but only to the extent that such Argsub simultaneously, as the case may be, issues or redeems or pays dividends, distributions or other amounts (xior is deemed to have taken any such action) transactions to occur on DTH or about the Issue Date FDTH, in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)each case in equivalent amounts.

Limitation on Transactions with Affiliates. The Issuer shall Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or property or the rendering of any service), with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments Company or consideration in excess any beneficial owner of £5.0 million 10% or more of any class of the Capital Stock of the Company at any time outstanding ("Interested Persons"), unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’s-arm's length transaction with third parties that who are not Affiliates; Interested Persons and (b) the Company delivers to the Trustee (i) with respect to any transaction or series of related transactions entered into after the Issue Date involving aggregate payments or the transfer in excess of assets or provision of services$5,000,000, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its the Board of Directors of the Company or (in the case of a transaction involving OCC), a resolution of the Board of Directors of OCC set out forth in an Officer’s Officers' Certificate to the Trustee) resolving certifying that such transaction or transactions complies or comply with clause (a) above and that the fairness of such transaction or transactions has or have been approved by the Board of Directors (including a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested DirectorDirectors) of the Issuer’s Board of Directors; and Company or (c) in the case that there are no of a transaction involving OCC) by the Board of Directors (including a majority of the Disinterested Directors or Directors) of OCC and (ii) with respect to any a transaction or series of related transactions involving aggregate payments equal to or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million$10,000,000, the Issuer shall deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of an accounting, appraisal, investment banking or advisory firm of international standing stating that the such transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of viewview issued by an investment banking, accounting or valuation firm of national standing. Notwithstanding the foregoing, the restrictions set forth in this description The foregoing covenant will not apply torestrict: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viiiA) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Company and/or its Restricted Subsidiaries; (ixB) the Company from paying reasonable and customary regular compensation and fees to directors of the Company or any Restricted Subsidiary who are not employees of the Company or any Restricted Subsidiary; and (C) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated permitted by the scheme provisions of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Section 1011.

Limitation on Transactions with Affiliates. The Issuer Partnership shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, transfer, disposition, purchase, exchange or lease of assets or assets, property or services), other than as provided for in the rendering of any service)Operative Agreements, with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million Partnership, unless (1) such transaction or series of related transactions is entered into in good faith and: between the Partnership and its Wholly Owned Restricted Subsidiaries or between two Wholly Owned Restricted Subsidiaries or (2) (a) such transaction or series of related transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Partnership or such Restricted Subsidiary, as the case may be, than those that could which would have been obtained in a comparable arm’s-length transaction with third parties that at such time from Persons who are not Affiliates; Affiliates of the Partnership or a Restricted Subsidiary and (b) with respect to any a transaction or series of related transactions involving aggregate payments or the transfer of assets value equal to or provision of services, in each case having a value greater than £10.0 $15 million, the Issuer Partnership shall deliver a resolution of its Board of Directors (set out in have delivered an Officer’s Officers’ Certificate to the Trustee) resolving Trustee certifying that such transaction or series of transactions complies with the preceding clause (a) above and that the fairness of such transaction or series of transactions has been approved by a majority of the Board of Directors of the General Partner (including a majority of the Disinterested Directors Directors); provided, however, that this Section 10.11 will not restrict the Partnership, any Restricted Subsidiary or the General Partner from entering into (A) any employment agreement, stock option agreement, restricted stock agreement or other similar agreement in the event there is only one Disinterested Directorordinary course of business, (B) transactions permitted by such Disinterested Director) the provisions of the Issuer’s Board of Directors; and (c) in the case that there are no Disinterested Directors or with respect to any transaction or series of related transactions involving aggregate payments or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million, the Issuer shall deliver to the Trustee a written opinion of an accounting, appraisal, investment banking or advisory firm of international standing stating that the transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoing, the restrictions this Indenture set forth in this description will not apply to: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding Sections 10.10 hereof and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viiiC) transactions between or among in the Issuer and the Restricted Subsidiaries or between or among Restricted Subsidiaries; (ix) transactions with a Person that is an Affiliate ordinary course of the Issuer solely because the Issuer or a Restricted Subsidiary of the Issuer owns Capital Stock in such Person or solely because the Issuer or a Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such Person; (x) the payment of Management Fees; or (xi) transactions to occur on or about the Issue Date business in connection with reinsuring the restructuring self-insurance programs or other similar forms of retained insurable risks of the Towergate group (including actions pursuant to or contemplated Permitted Business operated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Partnership.

Limitation on Transactions with Affiliates. The Issuer shall Company will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets or property or the rendering of any service), with, or for the benefit of, any Affiliate of the Issuer involving aggregate payments or consideration in excess of £5.0 million Company ("Interested Persons"), unless such transaction or series of transactions is entered into in good faith and: (a) such transaction or series of transactions is on terms that, taken as a whole, that are not materially no less favorable to the Issuer Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable arm’san arm's-length transaction with third parties that who are not Affiliates; Interested Persons and (b) the Company delivers to the Trustee (i) with respect to any transaction or series of related transactions entered into after the Closing Date involving aggregate payments or the transfer in excess of assets or provision of services$500,000, in each case having a value greater than £10.0 million, the Issuer shall deliver a resolution of its the Board of Directors (of the Company set out forth in an Officer’s Officers' Certificate to the Trustee) resolving certifying that such transaction or transactions complies with clause (a) above and that the fairness of such transaction has or transactions have been approved by the Board of Directors (including a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested DirectorDirectors) of the Issuer’s Board of Directors; and Company and (cii) in the case that there are no Disinterested Directors or with respect to any a transaction or series of related transactions involving aggregate payments equal to or the transfer of assets or the provision of services, in each case having a value greater than £30.0 million$1.0 million (except in the case of the SATH Transaction), the Issuer shall deliver to the Trustee a written opinion as to the fairness to the Company or such Restricted Subsidiary of an accounting, appraisal, investment banking or advisory firm of international standing stating that the such transaction or series of transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of viewview issued by a nationally recognized investment banking firm. Notwithstanding the foregoing, the restrictions set forth in this description The foregoing covenant will not apply torestrict: (i) customary directors’ fees, indemnification and similar arrangements (including the payment of directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements, including stock options or legal fees, so long as the Issuer’s Board of Directors has approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (ii) any Restricted Payments not prohibited by Section 4.08 or the making of an Investment that is a Permitted Investment; (iii) agreements and arrangements existing on the date of this Indenture and any amendment, modification or supplement thereto; provided that any such amendment, modification or supplement to the terms thereof is not more disadvantageous to the Holders in any material respect than the original agreement or arrangement as in effect on the Issue Date; (iv) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person with which the Issuer files a consolidated tax return or with which the Issuer is part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; (v) the issuance of securities pursuant to, or for the purpose of the funding of, employment arrangements, stock options, and stock ownership plans, as long as the terms thereof are or have been previously approved by the Issuer’s Board of Directors; (vi) the granting and performance of registration rights for the Issuer’s securities; (vii) (x) issuances or sales of Qualified Capital Stock of the Issuer or Deeply Subordinated Funding and (y) any amendment, waiver or other transaction with respect to any Deeply Subordinated Funding in compliance with the other provisions of this Indenture; (viiiA) transactions between or among the Issuer and the Restricted Subsidiaries or between or among Company and/or its Restricted Subsidiaries; (ixB) transactions with a Person that is an Affiliate the Company from paying reasonable and customary regular compensation, fees and indemnification to directors of the Issuer solely because the Issuer Company or a any wholly owned Restricted Subsidiary who are not employees of the Issuer owns Capital Stock in such Person Company or solely because the Issuer or a any Restricted Subsidiary of the Issuer has the right to designate one or more members of the Board of Directors or similar governing body of such PersonSubsidiary; (xC) loans or advances to employees in the payment ordinary course of Management Feesbusiness; orand (xiD) transactions to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated permitted by the scheme provisions of arrangement between Towergate Finance plc and the scheme creditors referred to therein)Section 1011.